Tilted summer
by divinedragon7
Summary: Ben finds out hes adopted, in a summer full of monsters, aliens, and a few ghosts what will it mean? It means he'll need Gwen more then ever, but other people and things have her in their sights as well. Pre AF.
1. Chapter 1

(A/N: Hello, this is the first Ben 10 fiction I've written but I suddenly felt like writing it for summer. I hope everyone enjoys, and if you don't, let me know why, if you do then let me know too. I love feed back.)

Disclaimer: Yes I own Ben 10, sees evil shadows appear outside, ok so maybe I don't.

Tilted summer

Chapter One: Words that tilt the world

Ben Lay on his bunk tossing a ball up and down as the RV rolled down the road to another small out of the way town. Ben tossed the ball up harder as he remembered why they had to avoid all the larger towns, in the last town they had stopped in he had gone ghost freak to play a little harmless prank on Gwen. Unfortunately some kids had seen him and started yelling, by the time they had left half the people there were chasing the RV.

Ben threw the ball harder as he remember Gwen blaming it all on him, it wasn't all his fault, she shouldn't have screamed like that when he dropped the pasta on her head.

He sat up and threw the ball out the door, it bounced once before he heard it hit Gwen. Cringing at the sound of Gwen slamming her book shut he thought grumpily, _Now I'm going to get it,_ _oh well not like I haven't been getting it the last three days._

A moment later Gwen walked in holding the ball in one hand and nursing a red spot on her head with the other. "What's the matter with you, can't you keep your stupid little toys to yourself?"

She hurled the ball at him and he caught it and set it down next to him on the bed, "Relax, its just a ball, no big deal"

"No big deal? No big deal! We finally got Grandpa Max to let us stay at a nice four star hotel and you have to go and get us chased out of the place!"

"My fault, you shouldn't have started screaming like that!" Ben shouted before storming past her and to the front of the RV. He sat down in the passenger seat, "How much longer to we get to where ever it is we're going?"

"Not much longer Ben."

"Good I can't wait to get out of here and away from her." He jerked his thumb back at Gwen.

"Yea well I can't wait to get out into fresh air and away from your smelly alien forms"

"Hey! They don't smell!"

Grandpa put a hand on Bens shoulder, "Now Ben, calm down"

"Yea Ben calm down before you cause more trouble with your _powers_"

"That's it!" he lunged at her and she stood up to face him, "stop insulting me!"

"Want to make me?"

"Fine" he reached for the omnitrix but Gwen stopped him.

"With out your little watch, unless you're a little baby."

Ben gritted his teeth, "I am not a baby"

"Enough you two" Grandpa Max said pulling over to the shoulder of the road.

"But Grandpa! Its not fair Gwen always gives me a hard time because she's jealous that I have the Omnitrix!"

"Oh I'm jealous of that freak watch? Yea right!"

"Its not a freak watch!"

"Oh my bad, your right its you who's the freak!"

"I am not freak! You are and I wish I wasn't related to you!"

"You're not you little brat!" Gwen shouted and slammed the door to hers and Bens room.

Been turned to face Grandpa, "Grandpa what did she mean we're not related?"

"Well Ben, the truth is, you were adopted when you were three days old. Your parents didn't want you to know, but thanks to Gwen you do."

"But, then who are my real parents? My real family?"

"Ben, I don't know who your parents are but _we_ are your family, right?"

"No, no you're not" Ben turned and ran out the door and though the waist high grass towards an old windmill.

Grandpa Max sighed, "This is just what his parents were afraid of." He walked to Gwen and Bens down and knocked, "Gwen?"

He opened it, Gwen was lying on her bunk reading her book again. "Gwen, that was way over the line. Bens really upset."

"So? So am I, Bens crossed the line lots and you never punish him."

"Gwen, is it easy being a teenager?"

"No" she set the book down giving Grandpa her full attention.

"Well then add a alien watch and everything Ben has to do. Now imagine how you'd feel if you just found out you were adopted."

"Fine but what do you want me to do? He barely listened to me when I was his cousin."

"Then maybe you should talk to him as a friend." Grandpa Max closed the door behind him.

Ben sat on top of the old wooden windmill lost in thought. It was really peaceful up here, watching the grass ripple in the wind. He didn't notice Gwen till she sat down beside him. "What do you want"

"Listen Ben I'm sorry ok? I shouldn't have said that stuff." When Ben didn't respond she put a hand on his shoulder and pulled him closer to her.

Ben was surprised when Gwen put her hand on his shoulder and even more when she pulled him closer to her, but it felt, good.

Ben relaxed against Gwen before she put her head next to his and said, "Com on, lets get back before Grandpa leaves without us"

"Ok" They stood up and walked back across the roof towards the door, right before the got there though the roof tiles Gwen was walking on slipped out from under her and she went tumbling down the roof to the edge.

Gwen tried to grab the roof as she kept rolling down but the only one she did get a hold on slipped out and fell with her. Then suddenly there was no more roof under her.

Ben was walking next to Gwen when she suddenly started rolling down the roof, "Gwen!" He dove after her. Just as she slid completely off the roof he grabbed her hand.

Gwen swung under Ben who was half hanging off the roof trying to pull her back up. He managed to pull her up enough for her to grab the edge and help pull herself up. With one final push she was over the side and fell on top of Ben. She was to tired to move off of him right away but he surprised them both by putting an arm around her and keeping her close to him. "Gwen, are you alright?"

"Yea, I'm fine, thanks." They stayed like that for a few minutes before deciding it was time to get back.

When they got back to the RV Grandpa Max was waiting for them, "Ben! What in the world happened to you"

Ben looked down, the knees of his pants were ripped off and his front was bloody from the slid to save Gwen. "Um, oh…"

"He just slipped Grandpa, I'll take care of it." Gwen grabbed Bens hand and lead him to their room, she reached under her bunk and took out a first aid kit. "Take off your pants and sit down."

"What!"

"I can't clean your cuts if you still have your pants on." She said matter of factly.

"But"

"No buts, that is unless you're scared to let a girl see you in your underwear."

"No way!" Ben took his pants off and sat down trying to keep his blush under control. _Just pretend you're in your swimming trunks_

Gwen kneeled down and started cleaning his cuts, while he tried not to think about Gwen, but he wasn't having any luck. He couldn't get the feeling of Gwen next to him out of his mind. _Stop it she's your cousin! Well no she's not really but_.

"All done." Gwen announced standing up. "What's wrong? Your face is all red."

"Nothing, lets go see where we're going."

An hour later Ben and Gwen were sitting at the table, well Ben was, Gwen was sitting next to him sleeping. Then the RV hit a pothole and she was thrown against him without waking up.

Grandpa Max saw them in the review mirror and chuckled to himself, "Looks like your going to have to tough it out Ben till we get to the next town."

Ben tried to look angry but he was really enjoying Gwen sleeping on his shoulder like this. He shifted and put an arm around Gwen, then leaned his head against the glass and saw a sign.

**WARNING! Do not leave the road for any reason, please turn off all radios at this time.**

Then another less threatening sign, _Welcome to Perfection Nevada _

(A/N: Well there's the first chapter. It might take a few chapter before I get back in the swing of writing. Oh and I am pretty much making this up as I go. I wonder if anyone knows what's coming next.)


	2. Snacks

(A/N: Hello again, I'm back with another chapter. I know parts of this chapter seem rushed and aren't the best but I have a killer headache so please no complaining. Thanks)

Disclaimer: I have just been told I don't own Ben 10, who knew.

Tilted Summer

Chapter two: Snacks

Ben was jerked awake when the RV went over a deep pothole. He looked out the window, nothing much but desert stretching out for miles and miles. Turning his attention back to inside the RV he was surprised to find Gwen had moved closer to him, she was practically on his lap. He looked back outside trying not to think about Gwen being so close, which suddenly made him feel weird. The weird feeling wasn't helped by Gwen shifting on his lap.

"Ben" Grandpa max said scaring him half to death, "Wake Gwen we'll be there soon"

Ben waiting a few minutes for his heart to calm down before gently shaking Gwen, "Come on time to wake up" Nothing "Gwen, were almost there wake up" still nothing, _oh well_ "Gwen stop making out with Kevin!"

"AAAHHH" Gwen shot bolt upright and looked around franticly, "Ben! That wasn't funny!"

"Sorry but you wouldn't wake up, and" He moved his head closer so only she could hear him, "If I hadn't gotten you off my lap we might have had a problem."

"Hu? What do you… oh you pervert!" she grabbed a pillow and hit him in the head.

"Hey you two settle down, we're here." Grandpa Max pulled the RV up next to a store. They all got out and looked around, there really wasn't much else besides the store. There was a barn and an old house, and a wooden water town with Perfection painted of it with white paint.

They walked into the store and were greeted by a young woman, "Hello and welcome to perfection. How can I help you? Need more gas or water? We've got some great souvenirs." She and Grandpa started to talk about what they needed leaving Ben and Gwen to wander around the store.

Gwen went to the far corner away from Ben, she was still mad about that making out with Kevin comment. And she had been having such a good nap too.

_Great she's still mad at me._ He walked over to her, "Hey Gwen I'm sorry"

"You're apologizing? Ok why are you being nice?"

"Can't I just be nice for once?"

"Hmm, nice suits you"

"Hello, are you two here for the tour?' Ben and Gwen turned around to see a man in his late twenties, he was dressed like a cowboy and had forgotten to shave that morning.

"What tour?" Ben asked suspicious of the guy.

"The Graboid tour of course."

Ben and Gwen exchanged looks, "Um, Ok sure"

"Hey Grandpa, we're going to the tour alright?"

"Sure, have fun, and Ben no funny business." He turned back to the woman behind the counter, "So what's this tour on? History of the town?"

"In a way, its more of a safari. The tour goes out and sees famous places of past Graboid attacks and if they get luck they see El Blanco."

"What's a Graboid? And who's _El Blanco_?"

"You don't know?"

* * *

Ben and Gwen followed the guy to the barn, he opened the doors and said, "Right this way, you two can just take seats on back and we'll get going"

They climbed in the back of an old pick up truck with two benches placed along its side. "Sorry about the ride, my normal truck isn't running, water hose snapped off. But this'll get us around just fine. I should have got the other truck fixed but I just bought the tour, oh by the way my names Earl."

"I'm Gwen and this is Ben."

"Pleasure to meet you, now lets get going"

It started with a loud rumble and he pulled it out of the barn and drove down the road. "I assume both of you know what a Graboid is."

They shook their heads and Gwen said, "No sorry we don't"

"You serious? Well then let me give you the run down. A Graboid is one of the oldest creatures on the planet, no one knows where they have been for the last few million years but when they showed up about eleven years ago they cause a lot of problems. You see they are like huge worms with at least three tongues, really big and will eat almost anything, they hunt by sound so if you don't make any noise then you're normally safe. They travel underground and just pop up out of the dirt to swallow you whole or use their tongues to pull you under. They don't have any eye, don't need them underground, they can move as fast as a rocket using their spikes all along their bodies to push them along though the light to soil of the valley. But they can't go through rock, so if you get caught out with one of them around get on a rock as fast as you can, and remember their tongues have a good six foot reach."

"Cool! Do we get to see any of them!" Ben was lean over the side looking around.

"Grow up Ben, they can't be real."

"Oh their real, and maybe you'll get to see El Blanco. He's the only live one we have, but he's been hanging around the upper part of the valley last couple of days."

"Sure, there is no way something like that could exi-" She was cut off by a beeping noise from the front of the truck. Oh a small screen a blip was steadily moving towards them.

"Well looks like he wants to prove you wrong." He said smiling, his smile faded when two more blips appeared on screen. "Dam!"

He grabbed a radio "Burt! Burt I have three Graboids on screen, yea three! I'm on a tour, were heading back to town now." He turned the truck around and started back down the road with the blips getting close. Then off in the distance three pouts of dirt shot into the air.

The truck gave a jerk and both Ben and Gwen fell to the floor, Gwen landing on top of Ben. Earl climbed out the back window of the trucks cab. "Dam they got a wheel! We're going to have to make a run for those rocks."

Ben and Gwen jumped out just as a loud bang sounded from in front of the truck, "what was that!"

"I threw a bomb, the noise will scare them away fro a few minutes." They ran as fast as they could, Ben glanced over his shoulder and saw something shooting at them under the ground. They were ten feet from the large rock when the ground between them was split open and something came out. Ben and Gwen were each thrown away from it and crashed to the ground.

Ben jumped up and started running again before he realized Gwen wasn't next to him, he turned around and saw Gwen was standing still with the Graboid only a few feet away, its tongues were slowly moving over the ground searching her out.

Gwen stood still as the tongues got closer to her feet. She turned and silently pleaded with Ben to help. He reached down and turned the omnitrix, _Yes! Go fourarms and rip this big ugly work right out of the ground, or diamondhead and slice it, even stink fly! Just hurry!_

Ben saw Gwens eyes get wide, he turned the omnitrix to fourarms and hit it. Nothing happened, "Oh of all the stupid times!" he kept trying with no luck. One of the tongues was only inches away from Gwens foot now.

Ben could only think of one thing to do, he grabbed a rock and threw it. It wasn't large but it hit the Graboid right in its head. It spun around, one of its tongues almost tripping Gwen as it took off after Ben.

Gwen raced to the rocks and scrambled to the top. She looked around but couldn't see Ben anywhere, "Ben! Ben!"

"Yes?" he said climbing up right behind her.

"You're alright!" she hugged him tight.

"Yes, but not for long if you don't let go." He managed to gasp out.

"Sorry" Gwen let him go and turned away to hide the blush she suddenly had.

Ben hugged her from behind, "I'm glad you're alright too."

"You two alright over there" Earl called from another rock about twenty feet away from theirs.

"Yea we're fine" Gwen yelled back. A tongue shot out of the dirt and Gwen jumped back, "How long will they stay here?"

"Till they get us or we're dead. But don't worry I got threw to Burt and he'll come take care of them soon, he knows how to kill these things. Just sit tight."

* * *

Grandpa Max had just finished getting everything they'd need when a man walked in to the store, he wore light brown pants and shirt, green hunting vest and sunglasses. He quickly walked behind the counter and grabbed a few boxes of remote controlled cars. "Sound the alarm and tell everyone to get of their roof." He said grabbing some duct tape.

"Why? Burt what's going on?"

"Earl just called, said he had three Graboids after him on a tour, El Blanco is still in the hills so we have three new Graboids to deal with, where are the bullets? I told you not to rearranging everything in here."

Grandpa Max caught Burts arm, "My grand kids were on that Tour, are they alright?"

"I don't know, I lost the signal. Earl knows what to do though."

"Ok but what's that!" Grandpa max pointed out the window where a small something on two legs was running at the store.

"Dam! Shriekers!" Burt pulled a gun and shot the Shrieker threw the head and its dead body skidded to a halt.

He turned back to Grandpa Max, "You got a gun?"

"Don't worry about me, lets go."

* * *

The sun was starting to go down and still no sign of anyone coming to their rescue, Ben had tried the omnitrix over and over again but it just wouldn't work. Gwen had moved close to Ben as the night took hold and the temperature dropped. Right before the last rays of light faded a sharp cry echoed from the distance. "Earl? What was that?"

"Shriekers, a Graboid turns into a Shrieker after awhile, well actually each Graboid turns into three Shriekers. They hunt by heat not sound and travel on top of the ground so a rock won't do us any good. Shriekers reproduce rapidly, if the eat enough they just spit out another one. In about half a day the go to their final stage in life and can light their butts off like a rocket to fly."

"Are you serious? We need to get off these rocks then and get out of here!"

"Not yet, that Graboid was pretty far away and sounds like it just started, we have till at least late tomorrow morning before we have to worry about them. Ok listen I'm going to pole volt over to your rock, then we'll see if that one has left yet to go make Shriekers, if it has we run like hell back to town." Earl picked up a wooden pole he had gotten from somewhere and took a running start.

The pole hit the ground and Earl came soaring over to them, right before he landed a Graboid shot out of the dirt and snapped him up in one motion, then slide back under the ground. The only thing left of Earl was an arm that landed on the rock.

Ben and Gwen stared at the arm, Ben put his hand on Gwen's shoulder and turned her away from it. He lead her to the other side of the rock and they both sat down is shock. Finally the realization sunk in and Gwen lay back against Ben. "It ate him, it just ate him right out of the air."

Ben wrapped his arms around her and held her tight, "Its, its going to be ok. Grandpa will come get us soon. They can't stop him, he's got all those things in the RV. If he ram an alien spaceship he can beat theses over grown worms."

"But what if they find a way up her, I mean did you see the size of that thing! Or Shriekers, they could just run up here and eat us!"

"Gwen, I promise I won't let anything happen to you."

She didn't say anything but moved closer to Ben. After awhile Ben let her go and they lay down next to each other, there was no moon but the could hear the dirt shift as the Graboid circled the rock. Ben kept trying the Omnitrix but it never worked, finally they both fell asleep.

(A/N: Yea I know having Earl get eaten and then the arm were gross but I really had to put that in so you knew how bad the situation was. I'll get to work on the next chapter as soon as my head stops killing me.)


	3. Interesting

(A/N: Hmm, didn't get to many reviews. I kind of need to feed back to see how everyone likes the story. Oh well I still got enough.)

Disclaimer: I do not own Ben 10

Titled Summer

Chapter Three: Interesting

Ben woke up with Gwen held tight against him, he hoped that the hard surface they were on was the floor of the RV and they had just rolled of their beds in there sleep. When he opened his eyes he was disappointed to find they were on the rock. He looked around, nothing coming at them wanting to eat them, at least that he could see. _I guess I better wake Gwen up_. "Gwen, wake up" He gently shook her.

"I'm awake, I just don't want to open my eyes." Eventually she did though and looked around. The sun was just starting to rise higher into the sky so she guessed it was about 8 am in the morning. "Ben, does the watch work yet"

"No, still red." They sat next to each other for a long while before Gwen heard a sound she hadn't noticed before, it sounded like gunfire.

"Ben? Do you hear that?"

"Yea, sounds like guns"

"Maybe they're coming to get us?" Gwen asked hopefully.

"Maybe, Stay here." Ben went around to the other side of the rock and trying to ignore the hand that lay on the rock. He grabbed part of the pole that Earl had used and went back to Gwen, "Lets see if that Graboid is still here."

Ben hit the ground with the pole for ten minutes without a sign of anything. "I think it's gone, lets try and get back to the town."

"Alright, on three we run for it." Ben nodded and took her hand. "One, Two, THREE" they jumped off the rock and started running.

Almost as soon as they were a hundred yards from the rock the Graboid shot out from under it and followed them at top speed. Its tongue shot out and grabbed Gwen by the leg, wrapping around her pants just above her foot.

Ben felt Gwens hand wrenched from his own and saw her being pulled backwards. He dove and grabbed her hands trying to pull her away from the Graboids grip.

She franticly tried to get a grip on Bens arms, she hit the omnitrix and there was a flash of light. Ben didn't even think before he reached out and crushed the tongue, Fourarms then pulled Gwen away as two more tongue shot out. Fourarms grabbed them and tore them from the dirt.

The Graboid broke though the dirt and opened its jaws to try and swallow Fourarms. Fourarms slammed its jaw shut with two arms and brought the other two down on its head, hard.

The Graboid let out a muffled screech and then what sounded like deflating gas. Fourarms reached down and pulled it out of the dirt, he spun around once then sent it flying.

He watched as the forty foot worm went souring away, then picked up Gwen and set her on his shoulder. "Lets go find grandpa."

* * *

Grandpa Max and Burt had made it about half a mile out of town before they were swarmed by Shriekers, they came so fast and hard that Grandpa Max never had a chance to do anything but run.

They were now sitting on top of the stores roof. Grandpa Max had tried to get back to the RV and get any weapon but the Shriekers wouldn't let him. Even with all of Burts guns and ammo they were nearly out of weapons. Given they had cut down the nearly two hundred Shriekers to just over twenty but that did help much now.

Burt had a few shots left, he waited for the Shriekers to start to climb on each other forming a ladder just like they did in Mexico, then shot a single bullet through all their bodies kill the five instantly.

"Um Burt? I think you better come see this" Grandpa max said looking below them.

"What now?" He looked over the edge and saw two of the Shriekers eating the bodies of other ones that had already died. "Dam, they're the perfect army, they eat the dead to make new soldiers."

"If we can get to your house, you have lots of guns and bombs right?"

"It won't do any good. We have to take them all out in one shot. Even I don't have that kind of fire power!" He took of his cap and slapped it against his knee. "God damit! Those bastard just keep changing the rules! Underground, on ground, in the air, now they can eat them selfs"

"We can't give up, my grandkids are out there!"

"If they were out there they are either dead already or someplace safe, either way we can't do anything for them no-" He stopped as a Graboid came crashing down about a hundred feet away from them. "What the hell"

_"Burt, Burt are you there?"_ his walkie-talkie buzzed.

"This is Burt, over"

_"Was that a Graboid we just saw?"_

"Yes, yes it was."

_"What could have thrown a fully grown Graboid?"_

Grandpa Max watched as the Shriekers ran to devour their new meal. Then saw Ben and Gwen running towards them. "Ben Gwen!"

Ben had turned Human again just as the town came into view, they kept running and saw Grandpa max on the roof of the store. They ran to the side of the store where a few carets were stacked. Gwen went up first and Ben scrambled up after her. Grandpa max wrapped both of them in a bone crushing huge. "Your both alright"

"Yea Grandpa we are, but not much longer" Ben gasped

"Oh sorry."

Burt turned to them, "Glad you're alright, where's Earl?"

Gwen looked down and paled, Ben looked sadly at him, "I'm sorry, he was eaten."

Burt sighed, "Looks like we'll be joining him soon."

The Shriekers had already finished with the Graboid and now there were close to fifty of them. Ben looked at his watch, "These things hunt by heat right?"

"Yes, but we don't have anything hot enough to lead them away from us, and even if we did now that they are canable we'd have to destroy them all at once."

"Alright, I've got an idea" Ben jumped off the roof and hit the ground rolling. The Shriekers stopped eating their dead. They had something hot and living to chase now.

Grandpa Max, Gwen and Burt watched in shock then horror as Ben jumped and then ran leading the Shriekers away. Burt watched through binoculars, "What the hell does he think he's doing? He's going to get killed."

"Maybe not" Grandpa max said.

Ben waited till he was far enough away from the town before hitting the omnitrix. Heatblast turned to face the now seventy Shriekers.

They Shriekers pulled up shot, they food had just caught fire. Well it was still food.

Heatblast shot fireball after fireball at them, soon only a few remained among the charred mess of the dead Shriekers. He tossed a fireball in his hand, "Look like you're the last three"

Then he heard a beeping noise, "No not now!" there was a flash and Ben stood face to face with three Shriekers.

Grandpa Max, Gwen and Burt watched as Heatblast took out almost all the Shriekers. Then with only three left he changed back, Gwen felt like the roof had just fallen out from under her. "no" she whispered "not now"

Ben closed his eyes, then opened them. He wasn't going to die with his eyes closed. _Great I finally get this hero thing down right before I die_.

The three Shriekers were so close their legs were touching. Then they were up in the air, in the mouth of a huge white Graboid. Ben stood in shock as the few legs the stuck out of the Graboids mouth stopped twitching, then they were swallowed.

Grandpa max, Gwen and Burt watched helplessly as Ben was about to be killed, then another Graboid popped out of the dirt and ate the Shriekers. Burt smiled, "Well if it isn't El Blanco"

The Graboid sunk into the ground and Ben watched as it dug away from him. He stood there in shock till he was tackled by Gwen. They both fell to the ground with Gwens arms wrapped tight around him, then she remembered Grandpa Max was right behind her so she let go.

Ben was disappointed when Gwen let go so fast but at least they were both alive. The next few hours past in a blur for Ben and Gwen. They got the RV back to town and had some quick repairs done to it so they could make it to the next town. Burt gave them a small backpack before they left but they didn't bother to look in it, they just wanted to get out of there.

The got to the next town around noon, they had lunch and walked around while the RV was being fix. By sundown they were on the road again heading north.

Ben lay on his bunk, the night was quiet but he couldn't really sleep. He sat up and watched the dark slide by outside. "Can't sleep either?"

Ben turned to see Gwen setting up too, she was wearing a light blue button up shirt and shorts. _Wow, she's cute._ "Yea,"

Gwen got up and stood next to the small window. "We've fought all those aliens but that was probably the worst thing so far. Thanks for saving us all hero boy."

Ben was about to say it was nothing but never got the chance because Gwen bent down and kissed him lightly on the cheek.

Gwen smiled then went back to her bunk and rolled over. _Its so fun to tease Ben, if he gets that worked up about a kiss on the cheek I wonder what he'd do if I _really _kissed him._

Ben sat there for awhile before smiling and lying back down. Things were definitely going to be more interesting now that we're not related.

(A/N: ok I have the next few chapters planed out so they should go much smoother then this one. Also, please no reviews saying I spelled something wrong or my grammar isn't the best. I really could careless about that, I'm trying to write a fun and entertaining story, not an essay.)


	4. Party

(A/N: I'm glad everyone liked the last chapter. Finally getting back into the swing of writing. Sorry this took so long to get up but I had computer problems then the last few days my little brother has been pretty sick but he's doing better now/)

Disclaimer: I do not own Ben 10

Tilted Summer

Chapter 4: Party

Ben was practically jumping in his seat, Grandpa Max had surprised him and Gwen when he told them they were going to an off road convention. Dirt Bikes, Quads, Jeeps, Ben couldn't wait to try some out. Gwen wasn't as excited as Ben but she was looking forward to spending some time near civilization at last.

The RV drove through a forest of tall trees, they were making there way up a mountain trail to the campsite where everything was set up. When the pulled into the camp ground Grandpa Max found a spot near the stage where live bands were playing. Honestly the whole place didn't look like a place Grandpa Max would normally come to.

Gwen stepped out after Ben and looked around, "This place looks more like a concert then a convention."

"You're telling me, I wonder why Grandpa suddenly wanted to come here?"

"Well at least it looks fun, come on!" Gwen grabbed Ben's hand and pulled him into the crowd around the stage. The band on stage wasn't singing but they were playing loud guitars and drums. The crowd surged with the beat and Ben and Gwen were pushed to the far side of the concert.

They were soon closer to a dirt track then the stage, and were just in time to see the dirt bikes make the final Jump and race across the finish line. They walked over to where the bikers were all stopping and were surprised to see Grandpa Max walking around. "Gwen? Does Grandpa look like he's looking for something?"

"Yea, he does. Weird." They walked over and meet him near the end of the line of bikers. "Hi Grandpa, looking for something?"

"No, someone." He kept walking along and they followed him silently. He stopped in front of a yellow bike, the rider was just cutting the engine. "Jeff?"

The rider took off his helmet, he was a few years older then Ben and Gwen and had spiked belched blond hair. "Yea, you must be Max. No offence but I was expecting someone a little younger."

"Don't worry, I might not be as young as I used to be but I can still keep up when I have too. Oh these are my grand kids, Ben and Gwen. Ben Gwen this is Jeff Bipod, I'm friends with his mother and she wanted me to come keep an eye on him."

"Hi Ben Hi Gwen. My mother worries to much, always wanting someone to be at my races. Come on I'll introduce you to some of the other racers."

"You guys go ahead, I have a few other things to do" Grandpa Max said walking back towards the RV.

Jeff lead them along the line, introducing them to a few riders but mostly just pointing out some of the best racers from around the state.

Finally they reached the end of the line where the race winner was still checking his bike. He had his back to the so all they could see was his spiked black hair, "Hey Sam!" Jeff called out.

The winner turned and Ben and Gwen starred, Sam was a girl. She had light blue eyes and her skin was a little pale. "Hey Jeff, who are your friends?"

"This is Ben and Gwen, their grandpa Max came to watch me on my moms request."

Sam laughed a little at that, "She still think you're going to race of a cliff? Not that you could aim that good"

"Hey, I almost beat you today"

"Almost doesn't win the race." She said smiling then gave Jeff a quick kiss on the cheek, "See you later, nice meeting you guys" then she jogged off towards the racing trailers.

"I probably forgot to mention Sam is my also my girlfriend." Jeff said.

An hour later Jeff had showed them almost all of the stuff they had set up. Then Jeff said he had to get ready for tomorrows race so he left them to look around on their own. Ben and Gwen looked at all the booths they had set up till it was getting dark before they headed back to the RV.

Ben and Gwen ate dinner with grandpa before they went and walked around some more looking at all the lights they had put up. Around nine more bands took the stage and played till midnight when everything closed up.

Gwen lay in her bunk listening to the noises of a few animals prowling around the side of the camp site, but also thought she could still hear very faint music somewhere off in the distance.

The next morning Jeff and Sam showed up as Grandpa was cooking a large odd looking fish outside the RV over a campfire. They offered to have Ben and Gwen over for breakfast seeing the way they looked at the fish. Grandpa Max agreed saying there would be plenty of fish left over for later.

The four of them went over to Jeffs trailer, "Hope you guys don't mind cold pizza"

Ben practically pounced on the fridge to get the pizza. Jeff chuckled at Bens enthusiasm. Since only Jeff lived in his trailer he had room for a Flat screen TV and video games. Which Ben took full advantage of. He and Jeff were soon deep in a racing game where you got point for cause destruction.

While they were playing Sam turned towards Gwen, "so why they play you want to go shopping in town?"

"Really? Of course I do!" Twenty minutes later they were driving down the road to town in Sams Truck, "Wow this thing is a lot bigger inside then thought"

"Yea, roomy with some real power behind it" Sam said as she pulled into the town, it was small but still had some cool stores. They spent most of the day shopping, going from store to store, finally in the late afternoon they had lunch

"Hope you don't mind Gwen but we have one more stop to make before we head back"

"Sure, where is it?"

"You'll see" Sam said teasingly. When they had finished their lunch Sam lead Gwen to a small plain looking store. They went inside and Gwen was surprised by how dark it was, the walls were painted black and had shelves full of dark clothing.

Sam walked up to the counter and handed the guy behind it a slip of paper. He looked down at it then back at them, "You sure this is your order?"

"Yea, I'm sure its my order" Sam said sounding annoyed.

"Ok" The guy took a box from under the counter and handed it to Sam. The she and Gwen went back to her truck.

"So whats in the box?"

"Just some stuff I ordered for the party tonight"

"What party?"

"Well after the bands are done tonight a lot of them are going to part it out in the woods, want to come?"

"Sure!" It had been a long time since Gwen had gotten to go to a party of any kind. "Wait my Grandpa probably won't let me"

"We'll just tell him you're sleeping over at my place, which you will, eventually."

"Ok"

* * *

Ben and Jeff spent the day playing video game, most of which Ben had won even though it had been so long since he played. When he walked in to the RV it was just getting dark but Gwen still wasn't there. "Hey Grandpa Gwens still not back?"

"No shes spending the night at Samantha's. So can I interest you in some fish tail stew?"

"Um, no thanks. I ate at Jeffs, I think I'll just head to bed."

* * *

Gwen sat on a chair at Sams trailer, "Well Gwen we just need to get you ready."

"Get me ready? How exactly?"

"Well I was thinking maybe dying your hair black."

"What! Dye my hair! No way my grandpa would freak!"

"Don't worry, it washes out. I'll put it in and tomorrow we'll wash it out before you go back."

"Um, ok" Gwen sat still as Sam rubbed a something dark into her hair. When she was done she handed Gwen a hand mirror, Gwen stared at her reflection, she didn't look bad. She didn't look to good either but it was interesting.

"Now for the clothes."

"Clothes?"

Sam didn't answer she just got an amused look in her eyes. Twenty minutes later Gwen was wearing a tight black shirt with the shelves torn off and a pair of tight black jeans with several rips in them. Sam had tried to get her to wear some big black boots too but since she couldn't walk well in them they settled for black sneakers.

By now it was getting late so they left Sams trailer and headed into the woods. Gwen followed Sam since she seemed to know her way to where every the party was.

After about twenty minutes of walking they came to a huge clearing, some wooden boards had been put out forming a crude stage where a band was setting up.

Most of the people there were wearing black clothes too but they also had chains or pairings. Some people were handing out glow sticks adding neon colors too the dark mass.

Jeff suddenly appeared out of no where and grabbed Sam, pulling her into a kiss. He pulled her off into the crowd and she called over her shoulder, "Have fun!"

Gwen watched the crowd as they begin to move with the music. It started slow, then picked up. A girl started singing and Gwen found herself dancing with everyone else. Gwen was really having fun, she even got a few of the glow rings then went back to dancing for almost half an hour before three guys walked over to her.

"Hey cutie, nice clothes. Want to come with us to a private party?" Said the tallest guy, they all wore lots of chains over their dark torn clothes.

"No thanks, I'm having fun here" Gwen got a bad feeling about these guys.

"You'd have more fun with me and my friends I bet." He grabbed her arm and started pulling her.

"I said no!" Gwen grabbed a fist full of his chains and pulled, unfortunately for him some of those chains snagged on his piercing and he was pulled off balance. Gwen brought her knee up to his stomach as he was falling and winded him.

She took off into the crowd, the other two didn't follow her waiting for their leader to give the order., by the time he could Gwen had already left the party and run into the forest heading back for the camp.

(A/N: Well there's the chapter, you guys like?)


	5. The Cabin

(A/N: Wow over a year, sorry about that my writes block was really bad and school didn't help at all, last year of high school first semester of collage. .)

Disclaimer: I don't own Ben 10.

Chapter 5: The Cabin

Ben lay awake, he wasn't sure why but he couldn't stop turning. His bunk felt hard and uncomfortable under him. Finally he got up and walked out to the front of the RV, Gwen had left her laptop so he decided to surf the net for awhile in hopes of calming his mind.

Then he heard a noise from outside, he went to the door and slowly opened it. Gwen stood in front of him, her clothes were torn and she had a bad gash above her right eye. "Gwen! What happened?"

She didn't say anything, she just collapsed onto him.

* * *

Ben jumped out of bed, he was covered in a cold sweat. _Just a dream, a __horrible__horrible__ dream._ Ben looked out the window, he had a bad feeling about Gwen. He slipped out of bed and changed into baggy green pants and grabbed a jacket. Ben managed to get out without grandpa noticing, he was just going to peek in Sams windows to make sure Gwen was safe. Unfortunately when he get to her trailer it was empty.

Ben checked Jeff's trailer just to make sure, he was gone too. It felt like Bens stomach had fallen out, Gwen was gone and he couldn't shake the feeling something bad was going to happen. Glancing around to make sure he was alone Ben hit the omnitrix and wildmutt appeared. Luckily it had done just what he asked for for once.

Wildmutt sniffed around Sams trailer, he caught Gwens scent and wrinkled his nose. Gwen was wearing something that smelled awful. Well at least the smell made her even easier to track. He ran out into the forest following the scent as dark clouds rolled over the mountains and covered the moon.

* * *

Gwen was wondering through the forest, she had been sure she was heading back towards the camp but she'd gone at least twice the distance it should have been. She'd tried backtracking but the path she had used disappeared under her feet leaving her completely lost.

To top it off the wind was picking up and it looked like a storm was coming in. Gwen heard a sound and soon found a small river, she stepped onto the bank and looked down. The water was shallow but dark.

"Whats wrong? Get lost?" Gwen spun around, the three guys from the party were standing around her in a semicircle. The leader stepped closer to Gwen, she smiled because he was moving with a limp. "You won't be smiling long, we owe you."

He jumped at her, Gwen brought her knee up and slammed it into his stomach. Hey Ben wasn't the only one who could fight. Once again the other two waited to see what their leader would do, man were they stupid.

Gwen made a dash for the hole the leader had left, but he had recovered enough to grab her leg and trip her. Gwen pin wheeled her arms trying to keep from falling but the water came rushing. The river was only a few feet deep but the water was running fast, it ripped her leg from the leaders hand and she was tossed around. Her head broke the surface and she sucked in a huge breath.

She tried to grab for a low branch over head but couldn't get a grip. Then she had her first lucky break of the night, the river widen and the shallower water let her wade to shore. She collapsed breathing hard, her clothes were soaked and the die in her hair had washed out. She might have just lain there for long time but the wind picked up again and she started shivering.

Gwen stood up and wrapped her arms around herself. She needed to find some place out of the wind and fast. Luckily there was a large rock not far away, it didn't provide much protection but it kept the wind from her and that was a big plus.

* * *

Wildmutt broke out of the woods and right into the middle of the party. People scattered before him, it took a minute to sort out Gwens scent from the others then he was off again. What worried him now were the three other scents following Gwens.

He didn't have to wait long to find the three guys though, they were walking back to the party when he caught them. He was tempted t bite them then and there but none of them had much of her scent around them so they couldn't have done anything to her, and he knew he must be getting close to the omnitrix's time limit. So he settled for scarring them as he ran past.

Then he came to the river, Gwens scent became a fog. Water doesn't really dilute scents, it makes them much stronger and scatters them around so they are much harder to follow. It wasn't had to know that Gwen must have fallen in and been swept downstream, the question was how far, and was she hurt?

Wildmutt took off down the river trying to pick up Gwens scent where it left the river. Suddenly there was a beeping sound and Ben skidded along the bank. _Ug__ not again! I just needed a little more time!_ He raced down the bank calling Gwens name

Gwen had her head pressed against her chest, even out of the wind she was freezing, they world was starting to get foggy but her brain didn't realize that, in fact her mind was blank. The she heard a nose, in must her in her head, who would be screaming her name out here? But the nose didn't stop and it was starting to annoy her, finally she called out "Here" just to stop the yelling.

Ben followed Gwens voice, he was sure he had heard her, then he saw here crouching down out of the wind. He ran to her and wrapped his arms around her. When she didn't respond he shook her, "Gwen? Gwen!"

Gwen snapped out of her daze, "Ben?"

Ben hugged her again, "Gwen what happened? I thought you were just going to a sleep over?"

"I was, but um, sorry." Gwen looked down, _why am I so __embarrassed_

Ben sighed, "Its ok, just remember stupid ideas are my department. Got it?"

Gwen smiled, "Ok, so which way it back?"

Ben looked around, he had been in such a hurry to find Gwen he hadn't been paying attention to where he was. He pointed off into the woods, "That way, I think."

He helped Gwen stand up, her muscles had become stiff and she felt soar all over. The walked into the wood following Bens directions. After a half hour of walking Ben was getting worried, maybe he had sent them in the wrong direction. He looked over at Gwen, she was shivering lightly and he lips looked a little blue. Finally they came to a small clearing, there was a cabin tucked away in one corner.

Ben lead the way to the cabin and knocked, when no one answered he opened the door, the inside was dark and dusty. They went in and looked around, Ben spotted a small stove along the back wall, he went over and tried to start it. "If I can just go heatblast I can start and fire and we'll be set. "

Gwen walked over, "Hey brainboy, you could also use these" she held up a pack of matches.

Ben took them and lit on, he soon had a small fire going. There wasn't much wood inside so Ben went out to look around and see if there was any stacked near the backdoor. There wasn't but there was a large stake near a shed set just inside the woods.

Gwen had found some thick covers, they smelled like mold but looked really warm, while Ben was getting the firewood she was checking out the rest if the large one room cabin. She found a kettle, it was old but at least it could be used to heat up some water, now if she could just find something to put in the water to make tea.

Ben walked back in carrying several pieces of wood, Gwen rushed to help him since he was leaning to the left and looked about ready to fall over. "Geez next time try just a few pieces at a time."

Ben just grunted under the weight of the remaining wood. Gwen notice he had several white flakes in his hair, "Since when do you have dandruff?"

"I don't, its starting to snow." Ben shook his head like a dog and dislodge the snow flakes.

"Really?" Gwen went to a window and looked out, sure enough there was already a light white covering over everything. "well you better hurry up with that fire wood then."

"You could help you know" Ben grumbled

"I'm trying to find us something warm to drink" She went back to looking though the few cabinets along one wall. The windows shook as the wind picked up again. Gwen glanced up at the window and froze, there was someone out there. She shadow was tall and dressed in black, it wore an old cowboy hat and cast deep shadows along half its face. Its face was wrong, the skin was light brown and had a strange textured look. like a potato sack but the eyes. They flickered like dying embers caught in the wind, they stood out against the rest of the deep shadows. Then it was gone.

_That had to have been my __imagination__theres__ no way it was real._ Gwen went back to looking but it was half hearted, she couldn't stop glancing back at the window. Then a cold hand touched her arm.

(A/N: well there it is, I hope you like it, please no complaints about spelling though. Hopefully I'll get the next chapter up a whole lot faster then this one)


	6. who is the man in black?

(A/N: Ok here's the next chapter. I'm really surprised, I got so many e-mails asking me to post another chapter and when I do I don't get any reviews for three days. But since I did get a few reviews I'm posting this but if I don't get a few more this time I might decide no one wants me to keep writing.)

Tilted Summer

Chapter 6: Who is the man in Black?

Without think Gwen grabbed the hand and pulled it over her shoulder, flipping the thing it was connected to. Ben landed on the floor with a loud 'oof' sound. Gwen knelt down next to him, "Ben are you ok? I'm so sorry you shouldn't have been sneaking up on me."

"Ouch. What was that for?" Ben sat up and rubbed his head.

"Sorry, I thought I saw someone outside."

"It must have been your imagination, I was just out there and there's nothing else around." Ben walked over and threw another log into the stove, then picked up a blanket and tossed it over Gwen. "Here I think your brain froze."

Gwen wrapped the cover around herself and scooted closer to the stove, Ben did the same. The wind kept howling through the woods, at times the whole cabin shook with it. Gwen was shivering again, her clothes were still wet from the river. _I'm going to freeze if I don't get out of these wet clothes._ She glanced at Ben, "Ben turn around and don't look."

Ben looked at her, "Why?"

"I need to get out of these wet clothes and I don't want you seeing." Gwen waited until Ben had turned away and she was sure he wasn't going to see her. The stood up and quickly stripped off her wet clothes only leaving on her underwear. She glanced back at Ben to make sure he wasn't looking, and got smacked in the face by his shirt. "Hey what was that for?"

"You don't want to freeze naked do you?" Ben still hadn't turned around but Gwen could imagine he had a smug little smirk on his face. Gwen pulled his shirt on, it was still warm from him and was defiantly better than just her underwear. Also it was long enough to come down as far as a mini skirt.

She sat back down and pulled the cover around her. "Thanks Ben" Ben didn't say anything. He was still thinking of just a few minutes before. _Well __she's__ wearing my shirt, was she really naked? Her underwear must have been soaked too but she could have kept them on. Why can't I stop thinking about it? _He glanced at Gwen. _Wow she looks good in my shirt._

Gwen glanced over at Ben and caught him staring at her. She felt a blush creep along her cheeks, she also noticed that he wasn't wearing a shirt. _Of course __he's__ not I'm wearing it. When __did he start getting __muscles__hot__, wait did I just say Ben was hot? __Ew_

After awhile they both began to doze off, Ben laid down and was soon asleep. He woke up sometime later but didn't open his eyes, he heard a noise. It sounded like a boot on the wooden floor, it came closer and stopped near where Gwen was. Ben cracked an eye open but didn't see anything. He snapped up and quickly looked around, Gwen was still sleeping only a few feet away and there was no sign that anyone had been there. He laid back down but it was almost an hour before he fell asleep again.

Gwen woke up slowly, there was a sound outside but it took her brain a minute to figure out what it was, hail. She sat up and looked out the window, hail was pounding against the window and she quickly looked away afraid shed see the figure again. The fire in the stove had died down so she threw on another log and watched as it started to burn.

Ben woke up to the sound of hail hitting the cabin, he saw Gwen was up too feeding the fire. He sat up and scooted closer to her. "Having trouble sleeping?"

Gwen stared into the fire, "Yea, I just have this bad feeling about this place. We should leave."

Ben looked out the window, the storm didn't seem any lighter. "Relax, I can handle anything that comes our way". Gwen wasn't convinced, she knew he could handle aliens but could he handle other things? Neither one of them could get back to sleep so they just sat there listening to the wind and storm. An hour or so later the hail had stopped and turned into a freezing rain, it was also getting lighter outside so Gwen guessed it must have been around six in the morning.

"I wonder if Grandpas noticed I'm gone yet" Ben asked "Hey I've got an idea!"

Gwen looked at Ben skeptically, his ideas didn't work out to well sometimes. "Ok what is it?"

"I go wildmutt and sniff out the race track" Ben smiled pleased with himself. It sounded to simple to Gwen, nothing was every that easy. But it was their best idea. "Ok lets try it, but turn around first"

"Why?"

"I'm going to put my clothes back on duffes, how would it look if we got back and I'm just wearing your shirt?"

"Like we had a really good time last night?" Ben was hit with Gwen's cover as soon as he made that remark. "Ok ok sorry."

Ben turned around as Gwen quickly changed back into her now dry clothes, she was glad Ben hadn't seen her blush. When she was back in her own clothes she gave Ben his shirt back. He put it on and went to the door, Gwen grabbed a cover and followed him. Outside Gwen put the cover over herself to keep the worst of the rain off. Ben hit the omnitrix and in a flash of light changed into wildmutt.

As soon as Ben was wildmutt he realized he'd made a mistake, the rain had mixed all the scents together and he had to work to keep from being over whelmed by them all. He'd made a mistake but knew he needed to get them back to camp. He lowered his head and Gwen climbed on, taking a minute to try and figure out which way he needed to go. Finally he picks a direction at random and took off at full speed.

Nine minutes later Ben got a whiff of an odd smell and turned slightly heading towards it. When the omnitrix timed out Ben was standing ankle deep in mud. He and Gwen kept walking towards the smell Ben had smelled earlier. Finally they came to the edge of a dirt track, then followed it back to camp. Before they got back to the RV Gwen took the cover, now soaked and mud stained and dropped it by one of the tents set up for the races. She glanced at Ben as they made their way back to the RV, and let a small slime cross her face.

* * *

Back at the cabin a figure stood perfectly still, his clothes weren't blown by the wind and his yellow eyes glanced around. He moved towards the edge of the clear and stared in to the woods. Then took a step towards where the camp for the races was and vanished into shadows.

* * *

Luckily for Ben and Gwen when they got back their grandpa wasn't there, they quickly changed into dry clothes. As soon as they did though they heard their grandpa coming back. When he opened the door he found Gwen on her laptop and Ben laying on the floor tossing a ball against the ceiling. "Well Ben, glad to see you're back. Mind if I ask where you went?"

"Um, I went, I was." Then Gwen jumped in and saved him. "He came by Sams trailer earlier and made lame noises outside trying to scare me."

Grandpa max just sighed and stepped over Ben, setting a bag down on the counter. The rest of their time at there was peaceful, Sam just assumed Gwen had gotten tired of the party and gone back to the RV instead of her place. Jeff even convinced their grandpa to let them stay till the end because after the last official race they were going to open up the track and let some of the younger kids race ATVs.

Ben and Gwen were both sitting on ATVs, Gwens yellow and Bens red. There were five other kids on the starting line with them. When the flag went down they all shot forwards, Ben took the lead with Gwen right behind him, a racer on a blue ATV pulled alone side Gwen. She glanced at him, then back at the track. Half way around the track the blue ATV started to fall behind, losing traction in some mud. There was one big hill left before an almost flat run to the finish line. Gwen decided to make her move there and win.

Gwen pulled along side Ben as they went up the hill, right when she was about to pull ahead there was a loud snapping noise and one of Gwens front tires burst apart. Before she could even try and do something her ATV leaned to the right and she was tossed off rolling the rest of the way down the hill to lay in a shallow ditch.

Ben heard the noise and looked at Gwen just in time to see her thrown from her ATV and hit the ground. Without thinking he slammed on his breaks and jumped off, running across the track to Gwen. She was laying in the ditch, Ben knelt beside her. He could hear other people running toward them but they still a little ways off. Gwen opened her eyes a crack, "Ben?"

Then her eyes closed again. Ben was frozen, he couldn't move. Grandpa Max was the first to get to them, at least thirty yards ahead of the others. He knelt down and examined Gwen, then scooped her up and carried her back to the starting line where people from the first aid tent were already waiting. Ben followed them to the first aid tent, though he wasn't allowed to go in.

Ben sat outside the tent waiting, he didn't know how much time passed before someone finally came out. The man was in his mid twenties and turned to Ben and Grandpa Max. "Well she'll be fine, you can see her now if you want. She just bruised her right leg bone, she'll need to stay off of it for a few days but other then a few scraps and that there's nothing wrong." He walked over to Grandpa, "I have some pain killers I'm going to give you for her. Make sure she stays off her legs as much as possible." The doctor wanted to talk with Grandpa Max about other things to do and not to do so Ben went in without him to see Gwen.

The tent was deserted other then himself and Gwen laying on a cot with her legs and arms bandaged. She was awake and looked up when Ben came in. "Guess I didn't bet you huh?"

Ben walked over and stood next to the cot, then quickly grabbed Gwen and hugged her. "I'm glad you're going to be ok"

Gwen didn't know what to do, so she hugged Ben back. They stayed like that until they heard someone coming, Ben sat down in a chair next to the cot. Later when they finally said Gwen could leave she instead on doing it herself. But since they didn't want her to walk on her leg she had to use Ben as crutch. By late afternoon they were on their way.

Gwen sat next to the window at the small table in the RV while Ben sat across from her, he was strangely quiet. Gwen was about to try and get him talking when her words died in her throat. They had stopped at a train crossing while a freight train passed, between the train cars Gwen saw on the other side of the tracks a shadowy figure. "Ben? Look" Gwens voice was small as she pointed out the window.

Ben looked just as the last cars of the train passed, he didn't see anything but had to suppress a shiver anyways.


	7. Welcome to the group Jack

(A/N: Well here is another chapter, still not getting nearly as many reviews as I used to but since so many people are reading and I still get a few reviews I will continue.)

Disclaimer: Well I have been told if I claim to own Ben ten again I will be hurt by a small angry elf. Again

Tilted summer

Chapter 7: Welcome to the group Jack

The RV moved smoothly down the highway, Ben and Gwen were playing a game of cards on the table. They had left the race track about two hours earlier, and after passing a lot of nothing they were just now getting to an area of small towns. Grandpa Max had told them that the doctor had told him that it would probably be best for Gwen to stay in a hotel, worried that all the bumping around in the RV wouldn't be good for her leg. So he had booked them at a small hotel not far from the highway.

The sun had just gone down but it was still light enough out to see when Grandpa Max pulled the rustbucket into the parking lot of a small hotel. It was pretty simple, a long L shaped building with three floors. Nestled against the building was a large pool with a smaller pool attached. The smaller pool was for little kids with a small water slide and fake castle. There was even a hot tube set a little farther back with a high metal fence around it.

Max had gotten three single rooms next to each other on the second floor. He went a got their keys while Ben and Gwen each packed a backpack with a few clothes so they didn't have to come back to the RV to get them later. When they were packed Ben put Gwens arm over his shoulder and helped her to her room. It was hard going up the narrow stairs until Gwen saw a elevator at the far end of the building.

In her room Gwen sat down on the bed, "Thanks Ben"

"No problem, though you should lay off the ice cream. Feels like I just carried a ton of rocky road up here."

Gwen grabbed an over sized pillow off her bed and smacked Ben in the head with it, but they were both smiling. Ben couldn't help laughing as he danced away from Gwen who was grabbing another pillow to throw at him. Ben grabbed the one she had already thrown and used it to block her next one. It wasn't really a fair fight since Gwen couldn't get off the bed but she still managed to get a few good hits in on Ben.

Finally Ben went to put his thing up in his room but came back soon. "Geez Gwen your rooms better than mine. My TV doesn't even work." He grabbed the remote off the night stand and jumped on the bed next to Gwen.

"Hey, Ben!" Gwen gave him a shove but he wouldn't budge. She didn't try again, Ben was to stubborn to leave, especially with a working TV in front of him. He started flipping through the channels, a few minutes later Gwen took the remote from him.

"Hey!"

"Ben you were going so fast you couldn't even tell what was on!"

"So?" Gwen was tempted to smack him but resisted. She started flipping through the channels and found an old black and white movie on. Ben made a gagging noise but didn't make a move to leave. About half way through the movie Ben started dozing off. Finally falling asleep. Gwen just ignored him until he started snoring. Then she smacked him with her pillow. "Wake up!"

"No" Ben rolled over. Gwen sighed, at least he had stopped snoring. When the movie ended Gwen's eyes were heavy, she let them close for a second and was fast asleep.

Near midnight Max went in to check on Ben only to hind his bed empty and made, which meant he hadn't even been in the room for a full three minutes. He looked in Gwens room to find both of them asleep on the bed, "I really should wake them but they've had a long day." He quietly closed the door and went to his room.

The next morning Ben hung out with Gwen watching whatever was on. Late in the afternoon Gwen stomach let out a loud rumble, Ben laughed till his stomach responded with an even louder rumble. Ben turned around to hide his red face. "So Gwen, what are you in the mood for?"

"Hm, Chinese." Gwen grabbed a book next to the bed and flipped through it looking for the number to a Chinese restaurant that would deliver. When she found it they ordered a late lunch and early dinner. Gwen was searching through her backpack for her money when there was a knock on the door. Ben answered it and paid for the food. When Gwen found her money she tried to give some to Ben for the food but he just shook his head and said, "No its on me I owe you"

"Owe me? For what?"

"Well you know that red and pink shirt of yours? If you go looking for it just don't" Gwen decided not to ask what he had done with it. They spent the night eating the food and flipping around from one movie to the next. This time though Ben went back to his room before he fell asleep. Neither Ben nor Gwen was able to get right to sleep that night.

Ben one again spent the next day in Gwens room, watching TV and playing cards. In the afternoon Gwen decided to ask Ben something that was bugging her. "Hey Ben? How come you've been spending all your time with me? I thought you'd be at the pool showing off for girls"

Ben wasn't looking at Gwen so she couldn't see him blush, "I just thought you'd be bored all by yourself. But if you want sometime to yourself for something then I'll leave"

"No I was just wondering". Ben spent the next couple of days with Gwen in her room, mostly they just hung out. Then Grandpa Max told them they would be leaving the next day.

* * *

Sometime early that morning a cold wind blew through the parking lot of the hotel, a man in dark clothes stepped out of thin air. He looked around and walked towards the pool, a thin layer of ice forming over the water. He glanced up at the rooms, finding the ones he wanted. Then stepped back into the shadows.

* * *

Later that morning Ben and Gwen were finishing packing up when Grandpa Max came in. "Well it looks were not going anywhere for at least a few more days."

Gwen looked up, "Why not?"

"I went to go get some more gas for the RV and it wouldn't start, doesn't sound too good either. I'm going to pull it around back and work on it."

Gwen smiled, "Well if were going to be here for a few more day I'm going swimming"

"You sure? I mean you can walk fine but how do you know you can swim?"

"I don't, that's why I'm going to go see." Gwen grabbed her backpack and went into the bathroom. Ben sighed and went to get his own trunks. When he was changed into a pair of large green trunks he went back to Gwens room, and waited for her to finish changing. When Gwen came out she was wearing a dark blue one peace swimsuit. Ben couldn't help but stair, she still had a few bruises on her arms and legs but it was her beauty that shocked him.

Gwen blushed lightly, it was unnerving having Ben watch her like that. "Um Ben?"

"What? Oh sorry!" Ben looked away, _ug__ idiot! Why did you stare at her like __that._

They went down to the pool, Gwen swam a few laps to loosen her muscles then got into a splashing fight with Ben. Ben won and Gwen swam to the side, got out and lay in a pool chair. She had brought a book with her and while Ben was doing dives off a low diving board she started reading.

Gwen was starting to get tired and thinking about going back to her room for a nap when a shadow fell across her book. She looked up and saw a boy maybe a year or two older then her, his hair was spiked and bleached blond except for the roots which were a dark red color. He had light blue eyes and was wearing brown cargo pants with a blue sleeveless shirt and shell necklace.

"Hm I don't see many people around here reading instead of swimming." He said looking at Gwen. He stuck out his hand, "I'm Jack"

'I'm Gwen" She shook his hand. Jack sat down on the chair next to her and they started talking. They were still talking when Ben swam over and pulled himself out of the pool. He sat down on the other side of Gwen and glared at Jack.

Jack raised an eyebrow, "So Gwen is this your little brother?"

"No this is my cousin Ben, Ben this is Jack" Gwen said introducing them.

Jack stuck out his hand, "Pleasure to meet you" Ben reluctantly shook it. Ben made sure to keep an eye on Gwen and Jack even when he went back into the pool. Finally Jack got up and left, Ben swam back over to Gwen.

"So Gwen want to go watch some movies?" Ben asked

"Sure, actually Jack had the same idea, he's coming over in a little bit."

"Great" Ben tried to hide is annoyance. They went up to Gwens room and soon there was a knock on the door, Gwen opened it and Jack came in. Somehow Ben wound up sitting on the floor at the foot of the bed with Jack and Gwen on the bed. He didn't even pay attention to the movie as he fumed about Jack, when a darker scene came on Ben could see a reflection of Gwen and Jack on the bed. Near the end of the movie Jack moved his hand over and took a hold of Gwens hand.

When the movie was over Jack stood up and stretched, "Well I better be going, maybe I'll see you guys around." After Jack had left Gwen started surfing through the channels again. Ben didn't say anything to her, he didn't know what to say. About eleven Ben got up to go back to his room when the phone rang. Gwen answered "Hello?"

There was no sound on the other end for a moment then a rasping breath. Gwen tried again, "Hello? Is anyone there?"

Nothing but the rasping breath then a click and the dial tone. Ben looked at Gwen. "Who was it?"

"I don't know, all I heard was a rasping noise"

"It was probably Jack trying to scare us."

"What do you have against Jack Ben?" Gwen snapped

"I just don't like the guy, I get a bad vibe ok?"

"Well too bad, because I do like him." Gwen said then closed the door to her room.

(A/N: Ok so what do you think? Sorry about spelling and grammar but it shouldn't matter if you enjoyed reading it. So, want to review?)


	8. What to do on a date

(A/N: Hello again. Wow this is the fastest I've ever written a chapter, less then twelve hours, but I'm going to wait around till I get another few reviews to post it. Well its been awhile since I've gotten so many PMs about getting rid of a character. I forgot how much fun it is. I am a little surprised no one asked if Jack was really the man it black or working for him. Thank you for all the reviews, they help me get the next chapter out that much faster)

Disclaimer: -Glances around- I do –sees shadows outside window- not own Ben ten.

Tilted Summer

Chapter eight: What to do on a date

The next morning Ben woke up feeling horrible about his argument with Gwen. He hadn't changed his mind about Jack but he didn't want Gwen to be mad at him either. He was thinking about while he showered but by the time he was done he still couldn't think of any idea to help him. Then it hit him, Ben smiled as he hurriedly got dressed and raced to Gwens room.

Gwen had just gotten out of the shower and still had a towel wrapped around her when there was a knock at her door. "Who there?"

"Gwen its me, can I come in?" Ben asked through the door.

"One sec!" Gwen hurriedly threw on some clothes and opened the door. "Ok Ben what do you want?"

"Listen I'm sorry ok? I didn't mean to up set you. So to make it up I'll take you out to lunch?" Ben made his eyes as big as he could and put on a stupid grin.

"Hm, alright." Before she could even grab her stuff Ben had grabbed her wrist and pulled her out the door. "Ben wait its barely nine!"

"So? We can just hang out for awhile then." Ben kept pulling Gwen along and down the street. Gwen couldn't resist laughing at Ben enthusiasm. Luckily it was only a few minutes walk to a street lined with shops and cafes. Gwen was impressed, they had tons of small shops. Even a couple tiny book stores. Naturally though Ben went straight for the arcade, the inside was lined with games from sumo slammers IV to an old game of pong.

Gwen did manage to have some fun though, mostly in beating Ben in whatever game he chose. After losing the tenth game of sumo slammers IV Ben looked around for something else he'd stand a better chance at winning. His eyes caught sight of a machine with a punching mat on the front. _I am so going to rule at that_

Ben went over to the machine and swung his arm, there was a loud dinging noise as numbers flashed across the screen. Finally they settled on fifty-eight. "Oh yea who rocks!"

"Ok back off mister big shot, let me show you how its done" Gwen took a karate stance and brought her arms back, then snapped it forward. The numbers flickered and finally settled on ninety-six. "Oh yea Gwen rules!"

"Hey Gwen Ben what's up?" Jack asked walking up behind them. "Wow nice score!"

"Hey Jack. Thanks." Gwen brushed a stand of hair out of her face.

"Mind if I try?" Jack walked over to the machine and took a stance similar to Gwens. Then slammed his fist forward. The numbers flashed and came to a stop at one sixteen.

"Wow Jack that was great!" Gwen said. "Hey you want to come to lunch with me and Ben?"

"Sure, but isn't a bit early for lunch?"

"Yea, we were just wondering around checking everything out. So know any cool stores?"

"Yea I do." Jack lead them out of the arcade , well he lead Gwen out and an unhappy Ben followed them. Jack lead them to a small book store. Gwen and Jack started looking around and comparing their favorite authors and books. Ben tried to be interested in the books, but he couldn't even fake an interest. They spent over an hour in there, Ben would have normally left after just a few minutes but he didn't want to leave Gwen and Jack alone. Finally they left the store to go to a small café down the street.

The café was on the corner and had indoor and outdoor seating. They ended up on the far side of the patio under a large tree. At the table Jack pulled out a chair for Gwen, "Madam"

Gwen laughed a little, "Why thank you Sir" Gwen took the seat, sitting next to Jack and across from Ben. When the waiter came they placed their orders and the waiter soon returned with their drinks. Gwen and Jack were talking again, this time Ben couldn't even fake interest and just sat back with a frown on his face. Ben hadn't opened his straw yet, instead just twirling it through his fingers. Then he got an idea.

Ben ripped one end off the straw an pulled its paper wrapper off a little, then brought the exposed end to his mouth and aimed at Jack before blowing. The paper wrapper shot off and smacked into Jacks ear. Ben couldn't help but laugh at Jacks clueless face.

"Ben!" Gwen looked ready to jump the table to strangle him. "Jack I'm so sorry for my immature cousin"

"No Sweat" Jack held up his straw an shot his own wrapper at Ben, unfortunately Ben had his head tilted back and the wrapper flew straight into his nose. Ben was so startled he tipped right out of his chair. Gwen and Jack both laughed as Ben got back up and picked up his chair.

"Oh haha very funny" They were interrupted by the waiter bringing their food. Ben tore into his burger and fries. When he was done he leaned back a burped, it had been way to long since he'd had a real burger. Gwen and Jack both finished their food a few minutes later.

Jack picked up the bill saying it was his treat. "Um Gwen could I talk to you for a minute?"

"Sure" she followed Jack to the other side of the patio, Ben kept a close eye on them. The Jack went to pay their bill and left. Gwen walked back over with a smile on her face. "Ben! Guess what!? Jack asked me out to see a movie tonight!"

"What?! What did you say?"

"I said of course. Come on I need to go back to the hotel and get ready." Gwen and Ben walking down the sidewalk heading for their hotel. Once they were back Gwen found their grandpa out back with parts of the RV scattered around him. "Hi Grandpa, find the problem yet?"

"Well I found a couple, the oil line was punctured and the radiator was covered in frost. Still doesn't sound right though." He wiped his hands on an oily rag. "So you kids having a good time?"

"Yea!" Gwen told him and Jack and about them going to see a movie that night.

"Well have fun, so Ben guess that means it'll just be the two of us"

"Actually I was thinking of hitting that arcade again."

"Oh ok well have fun you two and be careful, and be back by ten." Grandpa Max went into the RV and brought out some spare parts.

Gwen went to her room and started looking through her clothes to find something to wear. Ben on the other hand was doing the same thing but for a different reason. He grabbed a pair of black pants and a black t-shirt. Then he waited.

He had been expecting Jack and Gwen to walk to the movie theater he had seen. Instead he picker her up in a car. It wasn't new and wasn't a sports car but it was still a car. Ben watched as Jack got out and opened Gwens door for her. _Oh great how am I going to follow them now? Duh! __XLR8_ "Ok watch don't let me down"

Ben hit the watch and became XLR8, "Oh yea!" XLR8 followed Jacks car to the movie theater and watched from a nearby roof. Jack bought their tickets and they went in, XLR8 sipped through the doors and was in the back row of seats before Gwen and Jack even came in. Lucky for him the omnitrix timed out before they came it too. The theater wasn't to big and Ben had to duck down when Gwen and Jack seat two rows in front of him.

Ben watched them throughout the movie, which was some romance story with lots of crying and stuff. Jack didn't seem to try anything but Ben wasn't about to let him out of his sight. When the movie finally ended Gwen stood up and stretched. "Well I guess I better be getting back to the hotel."

"Oh do you have to? I hoped I could show you the view from the star gazers point. Your eyes remind me of the moon and stars on the ocean."

Gwen checked her watch, she still had time. "Ok lets go."

Ben followed them out of the theater but once they were in Jacks car he lost them, the omnitrix was still timed out. He looked around then walked over to the ticket booth. A middle age woman was sitting behind the glass. "Excuse me, how do I get to star gazers point?"

The woman looked down at him for a minute. He was afraid she wasn't going to tell him but for some reason she decided to. "Head down the street till you get to beach road, then go right. About a mile down you'll see a dirt road curving up and towards the beach, just head up it and you'll get there sweetie."

"Thanks!" Ben started to run down the street. It only took him about ten minutes to find the dirt road. It was a little harder to get up the dirt road but a few minutes later Ben was hiding in some bushes along the side of a parking lot. It wasn't hard to see Jacks car, it was the only one there. He couldn't see in though because the windows were completely fogged up.

(A/N: So if anyone is wondering, no Jack isn't the man in black or working for him, he's just a guy. Ok everyone, just hit that little button and let me know what you think.)


	9. Confessions on a cliff

(A/N: Well I hope the few of you who are still reading this like it. More alien action in this chapter, more fluff.)

Disclaimer: Do I have to say it? Oh alright I still don't own Ben ten, but Christmas is just around the corner.

Tilter Summer

Chapter Nine: Confessions on a cliff

Gwen and Jack were sitting in his car looking off over the ocean and clear sky from a small parking lot on top of a cliff. Gwen was really impressed. While she was looking out at the landscape Jack was watching her. "You know Gwen you really are cute."

"Oh um Thank you." Gwen tried not to look at him but he put his hand on her shoulder. She turned to look at him, "Jack?"

Jack just smiled, "Yea?" He brought his face closer to Gwen, their lips were only an inch apart when Gwen pulled away. "What's wrong Gwen?"

"It's just" Gwen tried to find the words until something else distracted her. A thin layer of condensation was spreading along the windows. "What's that?"

Jack turned around and saw it spreading along the windows, he reached out and wiped it away with his hand but it was quickly replaced. "What the hell?"

* * *

Ben was about to go and pull Gwen from Jacks car when something detached itself from the shadows across the parking lot and headed for Jacks car. Ben watched a minute trying to see what it was, when it passed under one of the only working street lights Ben saw a huge gray dog. It was at least as tall as he was, maybe bigger. Ben shivered as the tempter seemed to drop by ten degrees. 

The dog walked over to Jacks car and put its front paws on the front window which shattered. As soon as the window shattered the fog on the windows disappeared and Ben could see Gwen sitting in the front seat. The dog sunk its head into the car and sniffed at Jack and Gwen, then turned its head towards Gwen and opened its mouth.

Ben hit the omnitrix trying to go four arms but it wasn't working, "Shit" Ben raced towards the car and grabbed a fist sized rock from the ground as he went. When he was close enough he lobbed the rock at the huge dog. It hit the animal in the side, he'd been aiming for its head but it still got its attention. The dog withdrew its head from the car and turned to look at Ben. "Hey you oversized poodle reject, come and get me!"

The dog growled and slowly stalked towards Ben, who started hitting the omnitrix again as he backed up keeping his eyes on the animal. Finally it worked and there stood four arms. The dog didn't even blink an eye. It charged and leapt at four arms, Ben slammed it with two of his arms sending it flying across the parking lot. The dog lay still for a moment before getting up unhurt. "Whoa what's that thing made of?"

The dog looked between four arms and the car, before walking back towards the car. Four arms grabbed a near by lamppost and ripped it out of the ground. "Leave them alone!"

Four arms threw the lamp post at the dog, it was sailing straight at its head, then the dog opened its mouth and caught the lamp post. It held the lamp post in its mouth for a second before snapping it in half. The two half's fell to the ground, the dog turned its gaze towards Four arms. The dog bounded towards Four arms and Ben barely had time to throw his arms up to block the dog before it slammed into him. Despite it only being half the size of Four arms it was incredible strong. Ben had to use two arms just too keep the dogs mouth shut and the other two to hold its front paws, which had sprouted long claws, away from himself.

Ben brought his legs up under the dog and kicked it off. The dog sailed at least fifty feet into the air then crashed back down onto the asphalt. Ben looked at the car, Gwen and Jack were both fine. They were still sitting in the front of the car, which had its front window broken and its hood dented from the dogs paws. Then Gwen pointed back towards the dog. "Look out!"

Four arms looked at the dog, which was standing up with sickening popping sounds. The dogs eyes had gone to a dark orange color. Four arms grabbed one of the pieces of the lamp post and hurled it at the dog, who jumped over it and ran at Ben. "What the hell is that thing!?"

Four arms threw up his arms again the defend himself, the dog sunk its teeth into his lower left arm. "Arrhh!"

The dog, despite its size twisted its head and threw four arms across the parking lot and he smashed into an old oak tree. His head was spinning and everything was fuzzy. He thought he saw a dark figure loom over him before the omnitrix timed out and he was left holding his head. The dog slowly walked towards him, teeth bared.

* * *

Gwen was afraid when the dog had broken the cars window and stuck its head in. Something about it scared her beyond reason. She was relieved when Ben had shown up and she was sure she was safe when he went four arms. But the dog wouldn't stay down. Now it had thrown four arms across the parking lot and Ben had become Ben again. 

As the dog stalked towards Ben who was still dazed Gwen pushed the car door open and jumped out, she looked around for anything she could use as a weapon. One of the hubcaps had come loose from a tire and Gwen grabbed it and took aim. She had always been pretty good a Frisbee, she let the hubcap sail from her hand and it flew at the dog. Shed aimed at its head but missed, mostly. The hubcap clipped its ear slicing it. The dog let out a howl that gave everyone in ear shot shivers.

The dog rounded on Gwen and leapt at her, she didn't even have time to turn and run before it landed, pinning her to the ground and knocking the air out of her lungs. Gwen struggled to force air back into her lungs and the dog leaned over her, teeth bared in a grin.

* * *

Ben staggered to his feet and looked around for the dog, only to see it on top of Gwen. There was no time for him to think about what he was doing, whether it would work or not or if he'd even survive. Ben grabbed a large branch from the ground and ran at the dog. He ran faster then he'd ever gone outside of XLR8 and was next to the dog in just a few seconds. He used his own momentum and all of his strength to drive the sharp end of the branch into the dogs neck. 

The dog staggered off of Gwen and let out a sound of rage. Ben staggered too but kept running, some part of his brain had a plan. The dog, the branch still stuck deep in its neck turned towards Ben who had run out of ground, standing next to the edge of the cliff.

The dog broke into a run coming at Ben, fifteen feet in front of Ben it leapt into the air. Ben threw himself out of the way as the dog jumped. The dog realized to late that it was going to sail off the cliff, it turned in the air trying to land short of the edge. It landed on its side and bounced clear off the edge of the cliff, falling into the dark ocean below.

Ben stood up as Gwen ran to him, "Ben are you alright?!"

"Yea, I'm fine. You ok?"

"I'm ok" Gwen turned and looked at Jack who was still in his torn up car. "Jack you ok?" She started to walk over towards him to check.

"Stay away from me! You guys are freaks!" He started up his car and pealed out of the parking lot. Gwen watched and her shoulders slumped

"Well Ben I guess you were right"

"I was? About what?"

"You said I was colossal freak and no boy in his right mind would ever like me"

"What? No I was just mad when I said that, no guy is his right mind wouldn't like you." Gwen didn't answer Ben. He hadn't liked Jack but he hated seeing Gwen like this. "Gwen, you ok?"

"Yea, I'm fine." Gwen used her hand to wipe a tear away.

Ben walked up behind her and put his hand on her shoulder. "I meant what I said, I mean about a guy having to be crazy not to like you, not the colossal freak part."

"Thanks but I know you're just saying that to make me feel better."

"No I mean it!"

"Then name one person who's not family that cares about me"

"Me" Ben said it before his brain could think, Gwen looked at him. _Guess __its__ now or never, I hope she doesn't throw me off the cliff._ "I care about you Gwen. I mean as more than just a friend. I love you"

Ben waited for her to do something, but she just stared at him. He had thought the worst she could do was say no, that she didn't love him back, but not doing anything was defiantly worse. Ben was beginning to wonder if he should just throw himself over the cliff after the dog when Gwen finally made a move. "Really?"

"Uh, um yes I do" Gwen smiled and stepped closer to Ben. She tilted her head and brought her lips to his. Ben was shocked, in a good way. He put his hands on her back and pulled her closer and deepened the kiss. Gwen had heard when you kiss someone you love there were fireworks. It wasn't true. Instead it seemed as if the whole world had melted away leaving only her and Ben, protected in their tiny bubble of a perfect moment.

When Ben broke the kiss they stayed close, neither wanting to move incase this was just a wonderful dream. Finally though they both knew they needed to get back before their Grandpa came looking. Neither said anything as they walked back, though they kept their hands intertwined.

When they were a block from the hotel Gwen stopped walking. Ben turned and looked at her. "Everything ok?"

"Yea." Gwen kissed Ben on the cheek. "I was just thinking, we probably shouldn't let Grandpa know. It would probably make thing feel weird"

Ben thought about it for a minute, "I guess you're right." Gwen gave Ben a little push.

"Race you back." Gwen took off down the street with Ben following close behind.

* * *

Down on the shore line a large creature dragged itself out of the water. A man in black stepped out of the shadow of the rocks to meet it. He reached down with a skeleton like hand covered in dry cracked skin. The instant he touched the creature it let out a finally whimper and turned into sand and a large branch that were washed away. 

(A/N: So? Ok lets get some review please and thank you. )


	10. Hail

(A/N: Thanks for the reviews, they are my food. I've had most of this chapter written for awhile but just couldn't get it to all flow right, I think it works pretty good now though. I also have the next chapter done already so review and I'll update faster.)

Disclaimer: who here thinks I own Ben Ten? Ok well I have some land in Florida I'm selling so drop me a line (Sarcasm)

Tilted Summer

Chapter ten: Hail

Gwen beat Ben back to the hotel by a few seconds. When he caught up to her they both started laughing. They both felt lighter somehow, happier. When they saw the crazy smiles on each others faces the collapsed laughing. When they stopped laughing and caught their breath Ben got up and stuck out his hand for Gwen. Gwen took his hand and he helped pull her up, they ended up very close to each other.

Gwen stepped back, "Sorry lover boy someone might see"

Ben sighed, "yea yea."

They stopped by their Grandpas room to let him know they were back, then Ben walked Gwen to her room. Gwen opened the door and stepped inside, she turned back to Ben. "Well, good night Ben."

Ben stepped past her into her room and closed the door. "Ben what are you" She was caught off when Ben put his arms around her and pulled her into a kiss. This time though instead of just letting their lips touch Ben opened his mouth and his tongue ran along Gwen lips. Gwen opened her mouth in response, their tongues touched and felt each other out. Then began fighting for control.

Neither Ben nor Gwen knew exactly how it happened but the next thing they knew they were on Gwens bed. Gwen broke the kiss, "Wow"

Ben sat up, "We have so got to do that again"

Gwen smiled, "Yea we do, but not tonight." Ben sighed, he knew she was right. After Ben left Gwen just lay in bed, _I can't believe it. Me and Ben._ Her thoughts were interrupted when her room phone rang. She sat up and reached for it, suddenly it stopped.

Gwen shrugged and got up to change into her pajamas. Since it was so hot out Gwen just threw on an old button down shirt and a pair of blue short shorts. She picked up her hair brush and the phone started ringing again. Gwen walked over to it and it stopped again. Gwen shook her head and went back to brushing her hair.

Gwen settled herself in to her bed with a book she had gotten at the tiny book store. She was completely engrossed in it when the phone rang, she nearly jumped out of bed. _I've got to unplug that thing_. Gwen picked up the phone, "Hello?"

"……" There was a rasping breath on the line but that was all.

"Hello? Whose there?"

"………."

"Ben? This isn't funny."

"…..I'm not Ben" Gwen nearly jumped, it was defiantly not Ben.

"All right, who are you"

"….."

"I said who are you, what do you want!?"

"….. To live again" There was a click and the line went dead. Gwen shivered, this was just to freaky.

Gwen walked to her door and opened it, she went next door to Bens room and knocked. She kept glancing around. Then there was a noise from the elevator down the hall, it was too loud in the quiet of the night. With a ding the doors slid open but the light inside had gone out. Gwen started hitting Bens door as another light in the hall flickered and went out. One by one a darkness was making its way down the hall.

* * *

Ben was in the shower when there was a knock at his door, he was tempted to ignore it but got out of the shower anyways. He put a towel around his waist and walked to his door. The knocked had turned into pounding. He opened the door and Gwen practically feel in on top of him, she kicked the door closed with her leg and lay on top of Ben breathing heavily.

"Gwen! What happened?"

"The phone was ringing but every time I went to answer it they hung up then when I did answer it all I heard was breathing. I asked who it was but no one answered and I thought it might be you playing a prank on me and then a voice said, "I'm not Ben" and I asked who it was and what they wanted and they said, "To live again". I got freaked out and came to your room, but then the elevator came up and when the doors opened the lights started to flicker out and something was coming towards me."

When she finished she slumped against Ben trying to catch her breath again. Ben gently moved Gwen off of him and went to the door. He opened it a crack and looked out. Nothing seemed wrong, the lights were all on. He closed the door again. "Everything seems alright now"

"You sure? Um Ben. Why are you in a towel?" Gwen looked away from Ben

"Oh I was in the shower. Hold on" Ben ran back into the bathroom and came out a few minutes later fully dressed. Gwen was sitting on the bed and he set down next to her. "Um Gwen, do you want to stay in here tonight?"

"I better not, besides I probably just imagined the phone and lights. After that dog thing and stuff." Neither of them believed it though.

"Ok, I'll walk you back to your room." Be stood up and Gwen followed. They went out the door and Gwen glanced towards the evaluator, all the lights were on. Ben went in with Gwen, the room was normal. "Well I'll be next door if you need me." Ben kissed Gwen and left.

Gwen unplugged her rooms phone and lay down in bed. She didn't bother reading anymore. An hour late Gwen was sleeping lightly when there was a noise at her window. She sat up groggily and looked at her window. The curtains were pulled close so she couldn't see out but there was a noise on the other side. It was a scraping noise, like a hand being run along the glass.

Gwen waited, and the sound stopped. She was now fully awake. The noise didn't start again and Gwen was half convinced she'd imagined it when there was a loud noise from the bathroom. She got up and quietly went to the bathroom, flicking on the light she saw a bottle of shampoo laying in the tub. Gwen sighed, till the noise started again. Then the window rattled, something wanted in. Gwen was glad she had locked it earlier.

Gwen was backing up towards the door, not wanting to take her eyes off the window. The window stopped rattling, then there was a tapping noise on the glass. When that start there was a noise from inside the bathroom again, Gwen had closed the door and something inside was knocking on it now, jiggling the handle. Then she heard Bens voice. "Gwen? Gwen you out there? Hey let me out!"

Gwen knew Ben couldn't be in there, though it was really disturbing to hear his voice coming from behind the door. There were tears in Gwen's eyes now, she opened her door and ran out. She hammered on Bens door, "Ben! Ben open up!"

Ben opened the door, his eyes still half closed. "Gwen? What's up?"

Gwen threw her arms around Ben and started crying. "Gwen! What's wrong what happened." When Gwen calmed down she told Ben about the window and bathroom. "Ok were getting to the bottom of this"

Ben with Gwen reluctantly following went back to Gwens room, her door was still open. Gwen stayed close to Ben, first he walked over to her window and opened the curtains. Her window looked out over an almost empty parking lot. Next he went to her bathroom door and slowly opened it, it didn't look like anything was wrong inside but they slowly walked in. Everything seemed ok, the shampoo bottle was still in the tub. Gwen turned to leave and froze, there was a single bloody handprint on the inside door handle. "B-ben."

Ben looked at her, then the door. He put his arm on Gwen and they went back to his room. They were sitting on his bed, Ben had never seen Gwen so freaked out before. "Ok you're staying with me tonight, tomorrow we help Grandpa fix the rust bucket and we leave."

Gwen nodded her head, she lay down and closed her eyes. Ben stayed sitting up, he had decided to wait up all night in case something else happened. He looked over at the clock, 2:00 A.M. Only a few hours to go. Gwen was soon asleep but Ben did his best to fight off sleep, including drinking three cans of soda. Everything was going fine till a little after five when the phone rang. Gwen woke up and looked at Ben. He looked at the phone, and waited. The hotels answering machine picked up, "Hello, you've reached Sandy Beach Hotel, room 115, no one is here to take your call, so please leave a message."

Bens voice came from the machine, "Gwen? Gwen you there? Pick up! Why didn't you let me out of the bathroom?!" Suddenly Gwen had a horrible thought, what if whatever that thing was really could have stuck Ben in the bathroom, and then changed itself to look like Ben. She glanced at the Ben sitting next to her.

Ben reached out and picked up the phone, "Shut the hell up! Leave Gwen alone!"

The voice changed from Bens to the raspy voice Gwen had heard earlier. "Now why would I do that? Is it because I'm scaring her? She looks cute when she's afraid, shame I need to kill her." Then the line went dead. There was silence for a moment before the lamp next to the bed started shacking, followed by the dresser and bed.

Ben grabbed Gwen by the arm, "Come on were getting out of here."

Unfortunately the door wouldn't open, Ben was done playing around. He turned the omnitrix and hit it, Diamondhead turned to Gwen. "Hop on, were busting out"

Gwen climbed on to Diamondhead's back and he put his arms up, hitting the door with a dozen crystal shards. The door cracked and was knocked off of its hinges. Diamondhead ran out and jumped down to the ground. "That wasn't so hard."

They heard clapping, they turned to see a man in black tattered clothes standing nearby. "Who are you?"

The man lifted his head slightly and they saw his eyes, his eyes flickered orange like fire. Diamondhead heard Gwen stifle a gasp. "Ben, that's the guy I saw at the cabin."

Diamond head leveled a arm with at the man and brought his hand to a single razor sharp point. "Alright just who or what are you."

The man tilted his head slightly to the side, considering the question. "Hail"

"What?"

"My name, I am Hail." The rasping voice said.

Diamondhead kept Hail in his line of fire, "Alright Hail what do you want?"

"As I said, to live again."

"Your dead?"

"Yes, I was little more then a sprit when the both of you visited that accursed cabin. I had planned to kill the girl and take her life, she is so full of it. But now I desire to kill you as well. That device on your arm, I have been feeding on it. I feed on it and was able to leave the cabin, I feed on it was able to do more. My pet gave me a feast of that power tonight. Now I have come for the rest." Hail raised his head and Ben and Gwen got their first real look at him. His skin was brownish and cracked, his nose and lips were mostly gone. He looked like a walking mummy. Without the bandages. He had a few stands of stringy black ratty hair poking out from under his hat.

Ben was tired of this dead freak, especially because Hail had threatened Gwen. He let a single crystal shoot from his arm. It hit Hail in the chest and knocked him back, he fell to the ground. "That wasn't so hard"

Then Hail reached up and grasped the crystal with both hand, pulling it out and throwing it aside. He then stood up, it was hard to tell but he might have been smiling. Hail stretched his arm out and there was sickening popping sound from inside his chest. Diamondhead set Gwen down, "Go find Grandpa."

Gwen ran towards the stairs but Hail snapped his fingers and the stairs shifted, crumbling into dust. Diamondhead let loose on Hail with a voile of crystals. Hail ran at Diamondhead, the crystals only slicing his clothes. Diamondhead changed his arm into a crystal blade and brought it down on hail. Hail dodged the blade and hit Diamondhead in the chin. Ben staggered back, Hail looked at his hand which was twisted, with a few sickening popping sounds it was fixed though. Diamondhead recovered and punched Hail, even though his punches weren't as powerful as fourarms it still sent Hail flying.

Hail landed by the pool, though in a moment he was getting back up. Diamondhead looked around, at least Gwen wasn't anywhere to be seen, hopefully she got away. Hail was on his feet again, he charged Diamondhead and knocked him back into the side of the hotel. Of course then was when the watch timed out again, Ben stood up and faced Hail.

Ben was out of option, so he grabbed a brick from the wall and hurled it at Hail. Hail stepped to the side as the brick sailed past, watching as it flew into the pool. He turned back to Ban, but Ben was gone. "Oh no little one, you can't run"

Ben had run around the corner of the hotel and crouched down behind some bushes. He kept his eyes on the corner where Hail would come around if he decided to follow him, which Ben hoped he would. The more time he could by Gwen the better. Then two hands grasped Ben from behind and he was spun around to face Hail.

Hail was even uglier up close. "Come now little one." He said carrying Ben back towards the pool, "Gwen, Oh Gwen! Come out or I'll start with your cousin"

"No!" Gwen said running out from behind a parked car.

"Gwen! I told you to get out of here!"

"Quiet" hail hissed, "Come here little one"

Gwen slowly walked towards them, her hands behind her back and head bent down, the picture of obedience. Hail held Ben with one hand and reached towards Gwen with the other, suddenly Gwens hand shot out and stabbed Hail with a long sharp fragment of Diamondhead's crystal. It slide between Hails ribs, passing through the spot where his heart should have been.

Hail screamed in rage and threw Ben through the air, Ben hit the water slide hard. The air was knocked from his lungs and he nearly blacked out but he fought back the darkness. Hail had grabbed Gwen and lifted her up. "You'll pay for that."

He lifted Gwen closer to his mouth and Ben could swear he saw a thin silvery mist coming from Gwen. Hail opened his mouth and the mist started to move towards it. The Omnitrix turned green, Ben had one stupid idea left as he hit the watch.

Gwen could smell the horrible odor coming from hails mouth, and see the black worm that had once been his tongue. She weakly kicked at Hail, but her strength was gone. Out of the corner of her eye she saw a green light and was tossed to the ground.

* * *

Ghost freak slammed into hail causing him to drop Gwen. Then, unsure how to even try to do it he went intangible and forced himself inside of Hail.

Gwen looked and saw Hail standing perfectly still, his eyes flashed green and he screamed as he was blown back in a burst of green light, Ben was blown the other direction and landed near Gwen. She crawled over to him, "Ben are you ok"

"Ouch, yea but never let me do that again" Ben sat up holding his head.

"You will pay for this" Hail said standing up. He took a step towards them and stopped, behind Ben and Gwen the sun was poking above the horizon. Hail smiled, it has been so long since I could look at the sun from beyond the shadows. "I am finally strong enough to exist in the day."

Hails smiled was wiped away when something started to happen. The crystal was still imbedded in his chest and as the light reflected off of it on to his head he began to dissolve. He stood still in shock, then tried to grab the crystal from his chest but his hands were melting away and too weak to grasp it.

Gwen covered her mouth, "Oh my God I think I'm going to be sick" They watched as Hail dissolved, soon there was nothing of him left. Ben and Gwen turned to look at each other, Gwen looked a bit green and Ben was pale. "Think he's really gone Ben?"

"Yea, that didn't look pleasant." Both of them slowly smiled. It was over. Ben and Gwen got up, both hurt from head to toe. They had to lean on each other as they made their way up the stairs on the other side of the building, the ones closest to their rooms still laying broken.

They went to Bens room and both collapsed onto Bens Bed. As the sun rose higher the stairs and Bens door appeared, first as a shadow and then solid. Soon there was no trace of the battle that had shaken the hotel.

(A/N: Remember review!)


	11. The track to death

(A/N: Well I am sorry once again, I've spent the last four weeks with final projects and such and still have two weeks left. Send the reviews though other wise I do forget sometimes if I have a chapter written I can post even if I'm busy. Thanks for all the great reviews I've been getting though.)

Disclaimer: I wish I did but I don't

Tilted Summer

Chapter eleven: The track to death.

Ben and Gwen were asleep on Bens bed, both were exhausted from fighting Hail. In his sleep Ben had reached out and pulled Gwen closer to him, he now had an arm draped over her waist. Their heads were only a few inches apart and as Gwen slept she moved her head closer to his. Neither would remember it but while they slept they softly kissed.

Gwen woke up when she heard grandpa Max knocking on the door, "Ben get up the rust buckets' fixed. Get Gwen and well be on our way."

Gwen waited a minute for grandpa Max to leave when she thought he was gone she reached over and shook Ben, "Ben wake up."

Ben cracked open an eye and looked at her. The light that came through the window made Gwen glow. It was a shame that Ben was to sleepy to notice. "Ugh?"

"Get up Grandpa says we're ready to go"

Ben shot up in bed, "Where?!"

Gwen was seriously considering hitting him with a pillow but she was to tired. "No, he knocked on the door. Now get up."

Gwen got out of bed, and after peeking out the door to make sure no one was around she ran to her room. Half an hour later she was packed, dressed in fresh cloths and falling asleep on her feet. She went to Bens room only to find him face down sleeping on his floor. "Ben!"

"What?"

"Why aren't you ready to go?"

Ben rolled over, "I am" he pointed to his suitcase which had a sock sticking out of. Gwen sighed. And tried not to laugh.

After Gwen finally got Ben up, which involved her dragging him into the bathroom and turning the shower on, they carried their things down to the rust bucket and were soon on their way. After they 

were on the highway again Max turned to the two of them who were almost asleep in their seats and said, "what's wrong with you two?"

Gwen opened her eyes, "Nothing I guess neither of us had a good sleep."

"Well it won't do either of you any good to sleep sitting up like that go lay down." Gwen and Ben both got and stumbled into their beds.

* * *

Ben woke up to rain pounding against their window. Gwen was still asleep under her blankets. It was a tempting thought to just roll over but his stomach had other ideas. He got up and went out to the fridge to find anything that was bug, un-named animal parts or fungus free.

Grandpa Max was concentrating on steering the RV down the rain slick road. Ben lucked out and found two slices of cheese pizza, he warmed them up and went back to his and Gwen's room. He sat on the floor and started eating a slice, Gwen rolled over and opened her eyes. "Hey Ben."

"Hey hungry?" Ben offered her the other slice of pizza. Gwen smiled and reached out for it. They had just finished eating when the rust bucket gave a lurch and they heard its engine died. They went out to see what had happened. Grandpa Max had pulled over to the side of the road and was getting out to check the engine. After he took a look he sighed. "Well we won't be going anywhere for a few days."

Ben and Gwen both groaned but knew there wasn't anything they could do about it. As they were waiting for a tow truck their grandpa had called Ben saw a billboard half hidden behind some bushes. He walked over and looked at it, he smiled thinking it just might work.

By late afternoon the rust bucket was in a garage in a small town, the mechanic had said he could have their RV running again by morning. When Grandpa Max said they had better look for somewhere to spend the night Ben made his move. "Well you know, I saw this sign for a two day mountain train ride. It looked kinda interesting."

"Oh really? Well we might as well check it out since there doesn't seem to be anything else to do" The train station it turned out was only a block down from the garage. It was a small wooden building that had been recently painted and had a huge window that looked out onto the street. When they got there Grandpa Max went to the woman sitting behind the window. "Were interested in the train ride around the mountain."

"Well the train follows the historic tracks laid down by John E. Simtes. The tracks pass by several notable local sites including the Lumber Mill and through the black mountain tunnel." The woman's 

voice was flat like an old recording. She didn't care about her job, though she did hand grandpa a pamphlet about the train. He looked it over quickly.

"Well it does look interesting, but I don't feel right about leaving the rust bucket here."

Gwen smiled catching on to what Ben had been playing at. "Me and Ben could go by ourselves. I promise to keep him out of trouble."

"Well I don't know" he scratched his chin and looked at them. "Ok what the heck. I'll meet you two at the end of the line after the rust bucket is fixed, but Ben behave, no using the omnitrix to pull pranks. Gwen, make sure he behaves."

"Thanks Grandpa!" They both hugged him tightly. They ran back to the garage to pack a quick bag each while Grandpa Max bought their tickets. They got back just before the train was scheduled to leave. They hugged Grandpa Max again and got on. They each had their own separate cabin right next to each other. Gwen went to hers, it was small, a tinny washroom with a toilet, a cushioned bench on one wall and a bed the size of her bunk on the other. The floor was done in a red and yellow pattern from the early 1900's and the walls were wood paneling up to her waist then green wall paper. There was a small electric lamp on the wall mad up to look like an oil lamp. Gwen went to the window and opened it as the train whistled and started to move away from the platform. She waved to her grandpa till they rounded a curve and he was out of sight.

She was just closing the window when she felt someone wrap their arms around her. She almost broke their nose before she realized it was Ben, then she still had the thought to do it. "Ben! Don't scare me like that"

"Sorry how can I make it up to you?"

Gwen pretended to think about it "How about you escort me to the dining car?"

* * *

Somewhere in the mountains beyond the town there was a large gray building with watch towers around its barbered wire fence. As the light of day faded spot light flared to life and a shrill siren weaved through the air. A guard had been found dead and two prisoners were missing. The warden had ordered everyone to look for them. No one had escaped in over seventy years and he wasn't pleased someone had tried now.

Several miles away from the prison two men in orange jump suites crouched down in a ditch. "So what do we do now?"

"Check out what's over there" The larger man said. The smaller one looked to where his partner was pointing, just beyond the ditch was a set of train tracks.

* * *

Grandpa max walked back to the garage after seeing Ben and Gwen off. When he got back the mechanic was bent over in the engine and covered in grease. He glanced up when Max came back, "Lose the tinny ones eh?"

"Hoho no, they went on the train ride around the mountain."

The mechanic scratched his head with a wrench. "There hasn't been a train pass through here is over a decade. All we got is an abandoned station. Don't know why they don't just tear it down."

Grandpa max walked outside and looked down the street. He could just see the train station, it looked much older with a cracked window.

* * *

Hail appeared on the tracks as the train moved away. He sighed in frustration. There was nothing he could do, even he couldn't follow the children now. He bent down a touched the track which rusted over where his fingers moved. He could only wait now and hope they lived so he could have them for himself.

(A/N: Hope you liked, thank you for reading. See you next chapter.)


	12. Midnight Stop

(A/N:Hello everyone, well I was hoping for a few more reviews but oh well. I hope you all like this chapter.)

Disclaimer: If I did Alien force would be a lot different

Tilted Summer

Chapter 12: Midnight stop

The dining car was all but deserted when Ben and Gwen got there. There was a single long table taking up most of the car, sitting at the far end was a man in his late fifties dressed in a three piece suit complete with top hat. He nodded to them as they entered then went back to reading a paper. Ben and Gwen sat down and waited, a few minutes later a girl around Gwens age came in wearing a black dress from the early 1900s, it seemed everyone was in costume. When the dinner came in there were several more people sitting around the table, mostly older Men but there was also a woman wearing to much makeup and a beehive hairdo.

The dinner was rather boring, Gwen spent most of the time talking with the younger girl, who Ben learned was named Elizabeth. Sometime during the second course a guy around Gwen and Elizabeths age came in. He had long blond hair, blue eyes, and was wearing a black suit. "So sorry I'm late Elizabeth."

"Its Quiet alright, Gwen this is Jonathan. He's my, cousin." Jonathan reached out and gently took Gwens had in his, he leaned over and kissed it lightly.

"It is not often I am able to dine with someone as lovely as my our cousin Elizabeth."

Ben cleared his throat, "I'm Ben Gwens,"

"Cousin" Gwen interrupted quickly. "This is Ben my cousin."

Ben sat down and crossed his arms glaring at Gwen the Jonathan.

"It is a pleasure to meet you Ben." Jonathan sat down next to Elizabeth and spent the rest of dinner talking with Gwen. When the last plates had been cleared away one of the men stood up. "Well that was a lovely dinner, though I do believe I shall retire to the smoking car for a bit. Would anyone care to join me?"

"Not me" Said the woman with the beehive hairdo. "I can't stand that dreadful place, much to smoky for my tastes"

A tall skinny man stood up, "Then I believe you are missing to point of the car itself. Come gentle men let us leave Miss Goody to whatever it is she does while we are away."

The other men got up and headed for the door, the first man who had suggested going to the smoking car looked back at the table. "Jonathan will you be joining us?"

"Perhaps later Markus. For now I believe I shall escort this lovely lady back to her room. If she has no objections?" he raised an eyebrow as he looked at Gwen.

"Nope lets go, Ben you coming?"

Ben got up and followed them, he would have gone anyways not want to let Gwen out of his sight. He was so focused on them that he didn't immediately notice Elizabeth was walking beside him. When he did though he glanced at her out of the corner of his eye. She must have seen him though because in a low voice she said. "I believe Jonathan has taken a liking to your cousin."

Ben was sure he could hear jealous and sadness in her voice.

They reached Gwen cabin shortly after that. Jonathan bowed to Gwen, "Here we are Miss, it was a joy meeting you. A sliver coin in a bag of copper. I look forward to chatting with you further tomorrow, I am sure this will be a most enjoyable trip, for the both of us."

He tuned to Ben, "it was a pleasure meeting you as well Ben. Come Elizabeth I should see you back to your cabin before joining the others."

Elizabeth nodded slightly and followed him down the hall.

Ben went into his room and waited a few minutes, then cracked open the door and looked out. The hall was deserted. He quickly went to Gwens door and knocked, he heard a muffled 'come in'. Gwen was laying on her bed reading a book, Ben quietly closed the door behind himself. "Alright Gwen what was up with that?'

"Up with what?"

"You know, cutting me off and telling everyone I'm your cousin."

"Yea, think about it. Grandpas coming to pick us up, what if we had said you were my boyfriend and they had let it slip while grandpa was around. That would have gotten us in all sorts of trouble, gez use your brain once and awhile."

"Use my brain? Like I used it to get ride of Hail?"

"No you didn't, that was me. I'm the one who stuck the crystal in him! All you did was get thrown around. I saved your butt."

"No you didn't, I could have taken care of him on my own." Ben turned and left the room before Gwen could make another comment. He went back into his room and lay on his bed fuming for about an hour, then he started to feel bad. He didn't know why he had gotten so mad at Gwen, sure he was jealous but he shouldn't have exploded like that. He wanted to apologize but knew Gwen would still be mad. Though he thought he had an idea of how to fix that.

He left his room and walked back to the dining car, luckily there was one of the women who had served them dinner polishing the table. She had brown had and looked like she was in her early twenties. "Excuse me, where's the kitchen?"

The woman looked at Ben, she pressed her lips together in thought. "Well the passengers aren't supposed to be allowed in the kitchen. But its straight down the train, just keep going till you hit the car with the food in it. And try not to make a mess."

"Thanks" Ben left the dining car and headed down the train. It was longer then he had thought. He didn't pay attention to the cars he passed through because none of them were the kitchen. As he walked he thought he heard voices. Ben had just enough time to duck into an empty cabin before the door at the far end of the car opened and the men from dinner walked past smelling of smoke and brandy. He waited for them to leave the car before he came out and continued on his way. Finally he reached the kitchen car, while the rest of the train had been made to look older the kitchen was all shinny steel. He checked a few of the doors till he found a freezer, he took out a tub of ice cream. It was called blue moon, he'd heard Gwen mention it before. She said it was really good. He took two bowls down from a shelf and scooped some ice cream into both. He closed the door to the freezer after replacing the tub of ice cream and grabbing two spoons.

* * *

Gwen was laying on her bed, she'd put down her book and was thinking about what she'd said to Ben. She knew she'd been hard on Ben, not that he hadn't deserved most of it but she still felt bad. She was thinking of going to his room and apologizing when she heard a quiet knock on her door. Gwen got up and opened it, standing there was Jonathan.

"Hello Gwen, I was hoping you would give me the pleasure of your company. I have something I think you'll be most interested in."

"I don't know, I was going to see Ben."

"Then ask him to join us."

"Ok" Gwen knocked on Bens door, she didn't hear anything so she opened the door. The room was empty.

"It would appear that he's not in at the moment."

"Yea it does, I wonder where he went?"

"Perhaps he decided to explore the train."

"yea that sounds like him." Gwen felt a little sorry he hadn't asked her to come with him. "ok Jonathan what did you want to show me?"

"Follow me" He lead Gwen through several cars. One car had huge armchairs and smelled very smokey, Gwen guessed it was the smoking car. Finally Jonathan stopped in a car whose walls were covered in book shelves.

"This is amazing."

"Yes, the collection maybe somewhat small but I'm sure you can find any book you want here." Jonathan was right, despite the library taking up only one car she found old think volumes next to new releases. All of them looked very interesting.

Jonathan took out a gold pocket watch and checked the time, "Come to the window there is something else I was to show you."

Gwen walked to the window and looked out. She gasped at the sight outside. The train was riding along the side on a mountain and looked out over a small valley. There were rolling fields of tall grass that looked silver in the full moons light. A lake shone off to the left and when the breeze blew it was hard to tell where the lake ended and the grass began. What really took her breath away though was that as she looked a flock of white birds took to the air. Their feathers shone silver as they took to the air, then gold as they turned and flew away.

"They are amazing aren't they? I love how they change color from silver to gold as they move" Gwen nearly jumped, she had forgotten Jonathan was next to her. He put a hand on each shoulder and moved behind her. She felt his head move close till his lips were right next to her ear. "They remind me of you."

She felt his lips touch her ear and froze. Part of her mind was racing and part had frozen. "Jonathan, don't"

She knew her voice wasn't as strong as it should have been, she just couldn't make it any louder than a whisper. Surprisingly though Jonathan did move his head away. He frowned and turned towards the front of the train. "excuse me Gwen, we will continue this later." He walked out of the car leaving Gwen alone.

* * *

As Ben was walking back to Gwens cabin he heard voices in the next car, quietly he opened the door a crack and looked in. Jonathan and Gwen were looking out the window. He couldn't make out what they were saying but when Jonathan leaned his head closer to Gwen she didn't move away.

Surprisingly Ben didn't get mad, he just felt hollow and drained. Without realizing it he had hit the omnitrix and turned into gray matter. He quickly made his way back to his room without being noticed, then lay on his bed and waited for sleep to come.

Gwen walked back to her room, she really wanted to talk with Ben but felt drained. She went to her cabin and lay on her bed. She waited for sleep to come but felt too tired to sleep. Sometime after midnight she felt the train slow and stop for a few minutes then start up again. Finally she decided she wasn't going to get any sleep soon so she got up and went for a walk.

* * *

The two men who had escaped from the prison lay waiting for the train, and a few hours later they heard it coming. They had planned to climb a rock near the track and jump on but were surprised when the train slowed and stopped night in front of them. A door opened and they saw a boy with blond hair wearing a suit. "Hello gentlemen, may I take it you wish to board the train?"

"Yea kid we do, so out of the way."

Jonathan laughed at them. "gentlemen, you do not wish to threaten me. I have no intention of stopping you from boarding. Though I must warn you if you do decided to get on you'll only have until tomorrow night to leave. But come in and we can discuss this more. No doubt you are hungry, I hear prison food is dreadful."

The two men looked at each other and slowly got on the train.

* * *

Gwen was tempted to see if Ben was awake but once again decided against it, instead she walked down the train. She wasn't looking for anything in particular, and didn't expect to meet anyone else out so late. But when she got to one of the last cars she ran right into Jonathan, they were both knocked to the ground.

"Ow" Gwen rubbed her head and looked at Jonathan, she really didn't want to see him right then.

"I'm sorry, are you alright."

"Yea I'm fine Jonathan."

"Jonathan?" He said with a look of confusion on his face, which quickly changed to recognition. "Oh You mean my, eh brother Jonathan. I'm just John."

Gwen looked closer, he did look like Jonathan but his hair was a dark dirty blond and his clothes were nearly as formal as Jonathans. In fact John wore a simple blue shirt and black jeans. "oh, ok well I'm Gwen nice to meet you."

"John, next time we meet though can it be in a less painful way?"

"Sure, so what are you doing out so late, and why weren't ypu at dinner?"

"Oh well I don't sleep well so I often wonder the train at night. A bit disturbing I suppose. As for dinner I usually skip them. Me and Jonathan don't get along to well, so I try not to cause trouble. So what are you doing out so late hm?"

"Oh, I couldn't sleep either." Gwen wasn't sure how but John seemed to be able to read chapters from her few words.

"Let me guess, something to do with Jonathan? I have some advice, stay away from him. He's not what he seems." Suddenly Johns eyes got wide and he looked afraid. John glanced up and down the train. "Listen, you need to get off this train as soon as possible, don't wait for it to come to a town just jump off somewhere. Before tomorrow night."

With that he spun around and quickly walked away. Gwen shivered, something about the way John and said it made her feel uncomfortable. She walked back to her cabin, quicker then she had walked down the train. Outside her door though she stopped, she had the urge to tell Ben what she had been told. She walked to his door and knocked. Gwen heard muffled noise inside and Ben opened the door.

"Hey Ben can I come in?"

"Uh sure" Something about Ben seemed off but Gwen couldn't put her finger on it. Once inside she sat on his bed.

"Listen Ben I need to talk with you about Jonathan."

Bens face turned darker. "I know about it. I saw you and him earlier in the library car."

"You saw us, Ben it's not what you think."

"Isn't that a little cliché? 'It's not what you think?' come on"

"It isn't ok," Gwen was feeling angry again but tried not to explode at Ben this time. She was supposed to be the cool headed one of them "Ben, remember you said you loved me? Sometimes love means trusting someone even if their saying something completely crazy, or if something you think you saw wasn't what you saw. Sometimes love is just believing the other person when they need you."

Ben didn't answer for a moment then sat down next to Gwen, he didn't look angry anymore just completely wiped out. "ok Gwen so what happened?"

Gwen told him about Jonathan wanting to show her something and her knocking on his door but him not being there. About the library car and the silver and gold birds. Then about how she had tried to tell Jonathan no but her voice wouldn't work. Then about coming back and not sleeping, the walk, and finally meeting John and their conversation. "Um Ben? Where were you when I knocked earlier?"

"I felt bad about our fight so I snuck off to the kitchen and got us some ice cream. They had blue moon, but then when I saw you and Jonathan I just left them and came back here as gray matter. " When Ben was done Gwen put her arms around him and squeezed.

"That's got to be one of the nicest things you, or anyone has ever done for me. Thanks"

"Uh for what? The ice creams probably just a puddle by now."

"It's the thought that counts dummy." Gwen leaned in and kissed him softly. Both felt drain, which seemed to be happening a lot lately. As they kissed Gwen leaned back on the bed till they were both laying down. They kissed softly for some time before they pulled apart.

"Hey Gwen?"

"Yea?"

"I just thought of what you can get me for my birthday."

Gwen smacked him lightly on the head. "If your thinking what I think your thinking then think again"

"ow, come on I hardly ever think you said it yourself, all that thinking might break me. Besides it isn't what you were thinking."

"Oh and how do you know what I was thinking?" Gwen smirked

"Because you think like me. But what I was going to say was that for my birthday you could sleep with me just like this." Ben pulled Gwen closer so their chests were touching. Gwen still had her normal clothes on but Ben was wearing an oversized shirt and boxers.

"Hm, maybe. We'll have to see."

"Ok, oh and Gwen?"

"Yea?"

"If you wanted you could give me what you thought I was thinking too."

"Like I said maybe."

* * *

(A/N: Ok everyone I decided to be nice and end with this bit of fluff instead of that part about the criminals getting on the train. So you owe me, review! Just kidding, though I do want reviews)


	13. A simple game

(A/N: wow, over a year since I posted a chapter on this story. Don't hurt me! I've been working on finishing my other stories and, truthfully forgot all about this one. But I'm back. I already have the next chapter done too so it'll be up soon. I've reread this story and can see a lot of places where it can be polished up so I'll also be working on that. On that line I am also looking for a beta reader for the polished version so let me know if your interested. )

Disclaimer: have I ever owned Ben 10? Nope

Tilted summer 13: A simple game.

* * *

The sun rose as it always did but the tracks the train traveled were still deep in shadow. Gwen was the first to wake as usual; she smiled at Ben who was still sleeping, pressed up against her. She didn't move, she didn't want to move, and it was over an hour later that Ben finally began to wake. "Morning Ben"

"Morning, we miss breakfast?"

"I don't know"

"Wanna go see?"

"Ok, give me a minute to change"

"Ok" Ben sat up a stretched. Gwen got out of the bed and walked to the door, she opened it a crack to check for anyone. Then she opened the door and stepped out, in the hall there were two carts with large dishes on them covered by silver domes. There was a card on each one; Gwen opened the card on her cart.

_I am sorry you missed breakfast; I hope you are feeling well._

_Jonathan_

The card on Bens cart was the same except it was signed by Elizabeth. Gwen pushed the carts into Ben's room. She didn't know though Ben was getting dressed and caught Ben in just his boxers. "Wow"

"Um Gwen? Could you either come in or out? I would kind of like the door closed while a change."

"Oh sure." Sadly for Ben she chose to go out.

Gwen waited in the hall, a minute later Ben opened his door. He'd only hurriedly put on a pair of pants and was still shirtless. "So, whats up with the carts?"

"They were here when I came out, looks like they didn't want us to go hungry."

"Yes! Let's eat" The pushed the carts into Bens room and took of the tops, there were bacon, eggs, toast, sausages, and fruits. Ben shoveled the bacon and sausages into his mouth. Gwen had some toast and fruit. When they were finished Ben lay back on his bed a sighed, "That was great, no bugs just meat"

There was a knock at the door, without thinking Gwen got up and opened it. Elizabeth was standing outside wearing an old fashioned blue sun dress. "Oh hello. I hope I'm not interrupting"

"No, I just came to get Ben up."

Elizabeth looked at Gwen's wrinkled clothes. "Of course. Jonathan wanted to invite Ben to play a game of pool with him if he was feeling up to it."

Ben sat up. "Sure, I'm up for it. Time to show that guy how I play."

Ben walked towards the door before Gwen grabbed his arm, "Might want to put some clothes on first smart guy."

Ben looked down at himself. "Oh yea."

Gwen stepped out into the hall with Elizabeth while Ben changed. Elizabeth kept glancing at Gwen. "I hope I'm not intruding but is Ben really your cousins?"

"What? Of course he is."

"I'm sorry, you just remind me of how I used to be with John, never mind. That was a long time ago anyways."

Ben came out of his room. "Ok lets play!"

Elizabeth led them along the train to a car that had two pool tables in it, racks of pool cues lined the wall, and they consisted of many shapes and sizes and colors. Jonathan was already there waiting. He was wearing a dark blue suit today. "Ah I'm glad to see you are all well. Gwen, if you would like you may go with Elizabeth and find some, era clothes."

Gwen looked down a blushed, she hadn't changed her clothes and she was still wearing the same wrinkled shirt from yesterday. "Yea, that'd be good."

Elizabeth led Gwen out of the car. Her room was only a few cars down and Gwen gave a silent whistle when she saw it. It took up most of the car, there was huge luxuries bed, dresser. Through an open door Gwen could see a large bathroom with a shower and separate bath. The closet was almost as big as Gwen entire room.

Elizabeth looked through the many dresses she had and pulled out a light blue one with white trim near the bottom. It had so many waves and layers to it Gwen wondered how much it weighed. As it turned out it was pretty heavy. Elizabeth tried to get Gwen to wear a corset too but Gwen drew the line there.

After Gwen was in the dress and Elizabeth had done up the hundred or so knots on the back they went back to the pool car.

It was clear by bens frown he wasn't doing very well. Jonathan on the other hand was smiling hitting ball after ball. As they watched Gwen wondered if Ben had even gotten a chance to really play. She watched Jonathan as he put a red ball into a pocket, then glanced back at Ben who had stopped watching the game and was now focused on her.

Ben hadn't noticed when Gwen and Elizabeth came back into the pool car, but he did suddenly notice how good Gwen looked in the old fashioned dress. It reminded him of the one she had worn to the wedding earlier that summer.

She saw him watching her and a blush came to her face which caused him to start to blush too. Their uncomfortable moment was interrupted by a pool ball hitting the wall just behind Ben. They all jumped at the bang it made.

Jonathan looked up from the pool table with a perplexed expression on his face. "Sorry, it's been ages since that's happened."

Ben picked up the ball. "That means I'm up now?"

"Yes it does." Jonathan stepped away from the table as Ben lined up his shot.

Ben smiled thinking about how cool he'd look making the shot, then he completely missed. Jonathan quickly finished the game, "a good game Ben. So will you and Gwen be attending the dance tonight?"

He walked over to Gwen and gave her a suggestive smile. "I'd love the chance to dance with you."

She took a step back and looked at Ben; he came over and grabbed Gwen's hand. "We'll be there. But I doubt you'll get to dance with Gwen."

Jonathan raised an eyebrow. "Well we'll just have to see. Elizabeth would you find them appropriate costumes?"

"Of course." She led them back towards her room.

Gwen walked slower and grabbed bens arm to make sure Elizabeth couldn't hear. "What was that? We are trying to keep us a secret remember?"

"Sorry but I couldn't stand him with that fake flirty smile."

"You can't just do stuff like that though. We'll get caught."

They were interrupted by Elizabeth, "alright first is Ben." She looked him up and down before walking into a second closet Gwen hadn't noticed earlier. It was full of fancy eighteenth century men's clothes. She grabbed several items and handed them to Ben. "You can change in here while I find Gwen something to wear."

She closed the door to the closet and they went into the other one, Gwen watched a she pulled dresses out to look at them before putting them back with a shake of her head. Finally she had what she wanted. She held up a lacey ice blue corset. "First off this"

"I already said I wasn't going to wear one of those."

"Don't worry it's not one of the ones that'll suffocate you, it was made to go with the dress to help it hold its shape."

Gwen looked at it; her parents would have a fit if they knew she wore something like that. Then she thought of what Ben would do if he saw her in it. Of course she didn't plan on letting him see but just wearing it wouldn't hurt. "Ok, so how do I put it on?"

"You start by taking off your clothes."

Gwen quickly disrobed and Elizabeth helped her put the corset, it was actually pretty comfortable. Of course just as the finished lacing it up Ben walked in tugging at his tuxedo. "Am I wearing this thing right? I feel like its strangling me."

Gwen stood horrified as Ben looked up and noticed for the first time what she was wearing. His mouth hung open slightly and stopped tugging at his suit. Instead just standing there. "Ben!"

She pulled a dress across herself to hide from his view. "ah sorry!" he ducked back out the door. Gwen's face was a dark red and she had to take several deep breaths to calm down.

"I can't believe he saw me in this." Gwen said mortified.

"Weren't you planning on showing him though?"

"What? No! I mean I thought about it but I wasn't going to!"

"Oh, Gwen can I ask exactly what there is between you and Ben? I've seen the way you two look at each other, how upset he gets when Jonathan is with you."

Gwen couldn't explain it but she trusted Elizabeth and decided to tell her. "We really are cousins, my aunt and uncle adopted Ben when he was a baby. A few weeks ago he found out and was upset. And well, somewhere along there we kind of fell in love. Weird isn't it."

Elizabeth shook her head. "Not at all, it sounds like myself and john. I was adopted into his family and we were like brother and sister. Our love grew from that. Do you really love Ben though?"

"Yea I do." Gwen blush as she said it.

"Then do the both of you a favor. Go pack your bags and get off the train as soon as you can."

Gwen looked at her. "You know I meet john last night and he said the same thing, then got scared. Why what's going on?"

"Nothing, nothing at all I've said too much." She gave the dress one last tug. "There all set for the party tonight. If you'll excuse me I need to get ready too."

Gwen looked out the window; it couldn't have been after one o'clock. "When is the party?"

"Around two, Jonathan likes to start early so we can all watch the sun set".

Gwen wasn't exactly sure what she meant but said ok and left. Ben was waiting outside Elizabeth's door. "Gwen, listen I'm sorry about seeing you, like that."

They both blushed again. "It's fine." Then she grabbed his shirt. "But if you ever tell anyone I was wearing something that frilly even all of your aliens won't be able to save you."

Then she started to laugh and Ben caught on that she was joking. As they walked back down the corridor toward their rooms Ben started tugging on his tuxedo again. Gwen pulled his hand, "stop that."

"But I can't stand this thing."

"Really? I think you look good in it, kind of like tuxedo mask."

Ben immediately stopped pulling on his clothes. "Really? Wait who's tuxedo mask?"

He thought he saw Gwen blush a little before she answered. "Just a character from a cartoon I used to watch."

"No fair come on tell me."

"I don't want to."

"Come one, please."

"No."

"Please?"

"I told you no."

"You're no fun." Ben sat in Gwen room while she read trying to remember if she'd ever mentioned that cartoon before. Finally he thought he remember what she was talking. "Was he that guy from that show where there were girls named after planets? And they all had that weird transformation scene where their clothes turned into ribbons then short skirts?"

"Yea, sailormoon. Wait did you watch it to?"

"Hello, girls transforming into short skirts."

"Pervert." She threw a pillow at him and he ducked. He grabbed it and was prepared to pound her into fluffy oblivion when Elizabeth knocked on the door.

"The party is starting." They followed her into a car neither had noticed before. It was completely empty except for a few chairs next to a table.

Jonathan was already there wearing a suit like bens but with a red vest. "Ah, I hope you don't mind but it will be just the four of us for now. The older guests aren't much for this kind of thing. Also I hope you won't mind us breaking from the historical theme a little." He pulled out an iPod and connected it to a small stereo on the table. "So much easier than trying to fit a full band in here."

Soft music started to flow from the ceiling. "May I ask one of you lovely ladies to dance?" it was clear he meant Gwen though because he didn't even look at Elizabeth.

Without an answer he took her hand and pulled her onto the dance floor. He put and hand on her hip and Ben almost jumped in right there. He kept his promise to Gwen though and just sat in one of the chairs. Elizabeth sat down beside him. "You must leave soon."

"Why?"She didn't answer though; he eyes were unfocused lost in thought.

Jonathan pressed himself closer to Gwen. "You know you really are very pretty, and so, full of life. Would you consider staying here with me?"

She tried to answer but again she couldn't, there was a pressure on her throat and she couldn't make any nose. He was to close, and she suddenly started to panic but she didn't know why. It was horrible. She felt sick, he skin was hot but inside she was freezing. Just breathing became a struggle.

"Oh where are my manners? We can't ignore our _cousins_ can we?" he stepped away from her with a vicious smile. "Elizabeth may I have a word with you for a minute? I trust Ben can keep Gwen company while we are away."

She reluctantly got up and followed him out of the car. Ben walked over to Gwen, "uh Gwen, want to dance?"

The pressure on her throat finally eased and she let out a small choked sob. Ben took a step back, "Gwen, you ok? Come on I'm not that bad of a dancer."

She shook her head and took a moment to get her breath back. "Something's wrong. When I was dancing with Jonathan I couldn't speak, I felt terrified and sick. We need to get off the train something bad is going to happen."

Ben wanted to ask her more but she still looked ill and he didn't want to make it worse. "Ok let's go." He took her hand just as her knees gave out and she fell. "Gwen!"

Suddenly he slumped to the floor too.

Jonathan watched from the other side of the door. "Well shall we get started?"

Elizabeth grabbed his arm. "Please just let them go."

"Oh? A soft spot for them? Or maybe just Ben? Would you like me to give him to you later as a pet?" he moved closer to her. "I'm sure I could take care of anything you need."

"No, that's not it."

"Then be quiet, or I might decided to have a talk with john."

"No!"

"Alright then, go back to your room."

She did but caught site of two of the men from dinner picking up Gwen and Ben and carrying them into another car.

* * *

(A/N: well I hope you all liked it, you can probably see why I need a beta read now hehe. Next chapter coming soon.)


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